Shanghai Silicon Industry: Shanghai Silicon Industry's announcement on the suspension of trading on the planning to issue shares and pay cash to purchase assets and raise matching funds and related party transactions
DATE:  Feb 22 2025

Securities code: 688126 Securities abbreviation: Shanghai Silicon Industry Announcement No.: 2025-007

Shanghai Silicon Industry Group Co., Ltd

Plans to issue shares and pay cash to purchase assets and raise matching funds

Announcement on the suspension of trading in related party transactions

The Board of Directors and all directors of the Company guarantee that the content of this announcement does not contain any false records, misleading statements or other information

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

Important Content Notes:

Suspension and resumption of trading of securities: Applicable

Due to the planning of issuing shares and paying cash to purchase assets and raising matching funds and related party transactions, the Company's

The suspension and resumption of trading of the relevant securities are as follows:

Suspension

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

duration

688126 Shanghai Silicon Industry A-share trading suspended 2025/2/24

1. Reasons for suspension and work arrangements

Shanghai Silicon Industry Group Co., Ltd. (hereinafter referred to as the "Company") is planning to issue shares and branches

Purchase of Shanghai Xinsheng Jingtou Semiconductor Technology Co., Ltd. (hereinafter referred to as "Xinsheng Jingtou") by paying cash,

Shanghai Sunshine Jinko Semiconductor Technology Co., Ltd. (hereinafter referred to as "Sunshine"), Shanghai Sunshine Jingrui Semiconductor

Body Technology Co., Ltd. (hereinafter referred to as "SunSunVision", together with SunSuntech and SunSun, collectively referred to as the "Target Company")

and raise matching funds (hereinafter referred to as the "Transaction"). Xinsheng Jingtou, Xinsheng

Jinko and Xinsheng Jingrui are the subsidiaries of Jinko and Xinsheng Jingrui through their wholly-owned subsidiary, Shanghai Xinsheng Semiconductor Technology Co., Ltd

Manage.

After verification and demonstration between the company and the relevant parties, it is not yet possible to confirm because the audit and evaluation work is in progress

Determine whether this transaction constitutes a major asset restructuring. As for whether this transaction constitutes a material asset restructuring

It is determined that the company will make detailed analysis and disclosure in the restructuring plan or restructuring report. According to the Shanghai Securities

The relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Exchange, this transaction is expected to constitute a connected transaction. In the 36 months prior to this transaction, the company had no controlling shareholder and actual controller, and it is expected that after the completion of this transaction, the company will still have no controlling shareholder and actual controller, and this transaction will not lead to a change in the control of the company.

Due to the uncertainty of this transaction, in order to ensure fair information disclosure, safeguard the interests of investors, and avoid a significant impact on the company's stock price, according to the relevant regulations of the Shanghai Stock Exchange, the company applied for a public transaction

The company's stock (stock abbreviation: Shanghai Silicon Industry, stock code: 688126) will start from the market open on February 24, 2025

Trading suspension is initiated, and the suspension is expected to last no more than 5 trading days.

During the suspension of stock trading, the company will fulfill its information disclosure obligations in strict accordance with the provisions and requirements of relevant laws and regulations according to the progress of the matter. After the above matters are confirmed, the company will issue relevant announcements in a timely manner and apply for the resumption of trading of the company's shares. Please pay attention to the follow-up announcements and pay attention to investment risks.

2. Basic information of the transaction

(1) The basic information of the subject matter of the transaction

1. Xinsheng Jingtou

Company name: Shanghai Xinsheng Jingtou Semiconductor Technology Co., Ltd

Unified social credit code 91310000MA7NBRX39G

Registered address: No. 6, No. 1000, Yunshui Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Building 4 floors

Legal representative: Li Wei

The registered capital is RMB 291,000

Type of business: Other limited liability company

Date of establishment April 21, 2022

General items: research and development of special electronic materials; sales of special electronic materials; technology

Business Scope Services, Technology Development, Technical Consulting, Technology Exchange, Technology Transfer, Technology

Popularize. (Except for projects that must be approved in accordance with the law, they shall be autonomous according to law with a business license.)

Conduct business activities)

2. Xinsheng Jinko

Company name: Shanghai Xinsheng Jinko Semiconductor Technology Co., Ltd

Unified social credit code 91310000MABNL4JP9D

Registered address: No. 4, No. 1000, Yunshui Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Building 4th Floor, Zone B

Legal representative: Qiu Tzuyun

The registered capital is RMB 570,000

Type of business: Other limited liability company

Date of Establishment June 13, 2022

General items: semiconductor discrete device manufacturing; sales of semiconductor discrete devices;

manufacturing of special electronic materials; sales of special electronic materials; Research on special materials for electronics

Hair; manufacturing of electronic components; manufacturing of other electronic devices; integrated circuit manufacturing;

Business Scope: Integrated circuit sales; Technical services, technology development, technical consulting, technical exchanges

flow, technology transfer, technology promotion; import and export of goods; technology import and export; stand on tiptoe

business management consulting; non-residential real estate leases; Rental of machinery and equipment. (Except.)

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

3. Xinsheng Jingrui

Company name: Shanghai Xinsheng Jingrui Semiconductor Technology Co., Ltd

Unified social credit code 91310000MABQUJK46N

Registered address: No. 1, Yunshui Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Building on 2 floors

Legal representative: Qiu Tzuyun

The registered capital is RMB 205,000

Type of business: Other limited liability company

Date of Establishment June 17, 2022

General items: semiconductor discrete device manufacturing; sales of semiconductor discrete devices;

manufacturing of special electronic materials; sales of special electronic materials; Research on special materials for electronics

Hair; manufacturing of electronic components; manufacturing of other electronic devices; integrated circuit manufacturing;

Business Scope: Integrated circuit sales; Technical services, technology development, technical consulting, technical exchanges

flow, technology transfer, technology promotion; import and export of goods; technology import and export; stand on tiptoe

business management consulting; non-residential real estate leases; Rental of machinery and equipment. (Except.)

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

As of the disclosure date of this announcement, the relationship between the above-mentioned transaction targets and with the company is as follows:

The company's wholly-owned subsidiary, Shanghai Xinsheng Semiconductor Technology Co., Ltd., holds 53.2646% of the equity of Xinsheng Jingtou, Xinsheng Jingtou holds 50.8772% of the equity of Xinsheng Jinko, and Xinsheng Jinko holds 51.2195% of the equity of Xinsheng Jingrui, and the target company is a holding subsidiary within the scope of the company's consolidated statements.

(2) The basic information of the counterparty

The transaction is still in the planning stage, the company is currently in contact with the transaction intention party, the preliminary determination of the main counterparties are Haifu Semiconductor Venture Capital (Jiaxing) Partnership (Limited Partnership) (hereinafter referred to as "Haifu Semiconductor Fund"), Gongqingcheng Jingrong Investment Partnership (Limited Partnership) (hereinafter referred to as "Jingrong Investment"), Shanghai Shanxin Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Shanxin"), CNBM (Anhui) New Materials Industry Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "CNBM New Materials Fund"), Shanghai

The ultimate counterparty of the transaction shall be subject to the information disclosed in the restructuring plan or restructuring report. The basic information of the aforesaid major counterparties is as follows:

1. Haifu Semiconductor Fund

Company Name: Haifu Semiconductor Venture Capital (Jiaxing) Partnership (Limited Partnership)

Unified social credit code 91330402MABQ007T2K

Registered address: No. 1, Fund Town, No. 1856, Nanjiang Road, Dongzha Street, Nanhu District, Jiaxing City, Zhejiang Province

Room 85-56 (self-declaration)

Managing Partner: Haifu Industrial Investment Fund Management Co., Ltd

The total investment is RMB 131,504.44 million

Type of business: Limited partnership

Date of establishment June 2, 2022

Business Scope General Projects: Venture Capital (Limited to Investment in Unlisted Enterprises) (Except for those subject to approval in accordance with the law.)

In addition to the quasi-project, independently carry out business activities with a business license in accordance with the law).

2. Jingrong Investment

Company Name: Gongqingcheng Jingrong Investment Partnership (Limited Partnership)

Unified Social Credit Code: 91360405MA7KTLDE0Y

Registered address: Jiujiang City, Jiangxi Province, Gongqing City Fund Town

Managing Partner Komsomolsk Xinsheng Investment Co., Ltd

The total investment amount is RMB 80.01 million

Type of business: Limited partnership

Date of establishment April 2, 2022

Business Scope General Projects: Engage in investment activities with its own funds (except for licensed business

Independently operate projects that are not prohibited or restricted by laws and regulations in accordance with the law)

3. Shanghai flash core

Company Name: Shanghai Flashcore Enterprise Management Partnership (Limited Partnership)

Unified Social Credit Code: 91310114MA7AYLY32Y

Registered address: Room J3218, 4th Floor, Building 36, No. 70, Bole Road, Jiading Town, Jiading District, Shanghai

Managing Partner: Shanghai Youxin Investment Management Co., Ltd

The total capital contribution is RMB 30,000.2001 million

Type of business: Limited partnership

Date of establishment October 15, 2021

General Items: Business Management; business management consulting; Technical services, technology development

development, technical consultation, technology exchange, technology transfer, technology promotion; Integrated electricity

road chip design and service; integrated circuit sales; Computer hardware and software and assistance

Business Scope: Equipment retail; sales of communication equipment; Sales of electronic products (except subject to approval in accordance with the law.)

In addition to the quasi-project, independently carry out business activities with a business license in accordance with the law). Permitted Items

Purpose: Technology import and export; Import and export of goods (items subject to approval in accordance with the law, subject to approval

Business activities can only be carried out after approval by the customs department, and the specific business projects shall be subject to the relevant departments

Door approval documents or permits shall prevail).

4. China National Building Materials New Materials Fund

Company Name: CNBM (Anhui) New Material Industry Investment Fund Partnership (Limited Partnership)

Unified social credit code 91340100MA8N5HDP37

Registered address: 2800, Chuangxin Avenue, High-tech Zone, Hefei City, China (Anhui) Pilot Free Trade Zone

Room 666, Fund Building, Building E1, Phase II of the Innovation Industrial Park

Executive Partner: China National Building Materials (Anhui) New Materials Fund Management Co., Ltd

The total capital contribution is RMB 1,500,000

Type of business: Limited partnership

Date of Establishment August 31, 2021

General projects: private equity funds, equity investment, investment management, asset management

Business scope management and other activities (subject to the completion of registration and filing with the Asset Management Association of China.)

(In addition to licensed business, they can independently operate the law in accordance with the law

Items that are not prohibited or restricted by law)

5. Shangguo Investment Management

Company name: Shanghai Shangguotou Asset Management Co., Ltd

Unified Social Credit Code 9131000033232831XD

Registered address: Room 201, No. 111, Jiujiang Road, Huangpu District, Shanghai

Legal representative: Chen Zhigang

The registered capital is RMB 100,000

Type of enterprise: Limited liability company (state-owned)

Date of establishment March 11, 2015

Business Scope Asset Management, Industrial Investment, Business Management Consulting, Financial Consulting. (Required by law.)

For approved projects, business activities can only be carried out after approval by relevant departments)

6. Mixed reform fund

Company name: China State-owned Enterprise Mixed Ownership Reform Fund Co., Ltd

Unified Social Credit Code: 91310000MA1FL7MC49

Registered address: 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Room 821

Legal representative: Guo Xiangyu

The registered capital is RMB 7,070,000

Type of business: Other limited liability company

Date of establishment December 24, 2020

General projects: equity investment; asset management; investment advisory; Business Management Consulting

Business Scope Inquiry business. (Except for projects that must be approved in accordance with the law, they shall be autonomous according to law with a business license.)

Conduct business activities)

(3) Transaction methods

The company intends to purchase a minority stake in the target company by issuing shares and paying cash, and at the same time raise matching funds. There are still uncertainties in this transaction, and the specific transaction method and transaction plan are subject to the information disclosed in the restructuring plan or restructuring report.

3. Documents of intent for this transaction

The company signed the "Cooperation Intent Agreement" with the main counterparties Haifu Semiconductor Fund, Jingrong Investment, Shanghai Flashcore, China National Building Materials New Materials Fund, Shanghai Investment Management and Mixed Reform Fund. The scope of the underlying assets, the specific transaction method, the trading plan, the issue price, the valuation of the underlying assets and other arrangements of this transaction shall 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 of the transaction will be determined by the parties to the transaction in a separate formal document.

4. Risk Warning

Up to now, the transaction is still in the planning stage, the parties to the transaction have not yet signed a formal transaction agreement, and the specific transaction plan is still under discussion and verification, and there is still uncertainty. The transaction still needs to be submitted to the company's board of directors and shareholders' general meeting for deliberation, and approved by the regulatory authorities before it can be formally implemented, and there is still uncertainty about whether it can be approved in the end. Investors are advised to invest rationally and pay attention to investment risks.

The announcement is hereby made.

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

February 22, 2025

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