Shanghai Silicon Industry: The Board of Directors stated that the transaction complies with Article 11.2 of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, Article 20 of the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation) and Article 8 of the Rules for the Review of Major Asset Restructuring of Listed Companies on the Shanghai Stock Exchange
DATE:  Mar 08 2025

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

The transaction complies with Article 11.2 of the Rules for the Listing of Stocks on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, Article 20 of the Measures for the Continuous Supervision of Listed Companies on the Sci-Tech Innovation Board (for Trial Implementation) and the Material Asset Restructuring of Listed Companies on the Shanghai Stock Exchange

Explanation of Article 8 of the Review Rules

Shanghai Silicon Industry Group Co., Ltd. (hereinafter referred to as the "Company" or the "Listed Company") intends to purchase a minority stake in Shanghai Ascend Semiconductor Technology Co., Ltd. (hereinafter referred to as "Ascend Crystal Investment"), Shanghai Ascend Semiconductor Technology Co., Ltd. (hereinafter referred to as "Ascend Semiconductor"), Shanghai Ascend Crystal Technology Co., Ltd. (hereinafter referred to as "Ascend Semiconductor"), Shanghai Ascend Crystal Semiconductor Technology Co., Ltd. (hereinafter referred to as "Ascend Crystal Firm"), Shanghai Ascend Crystal Semiconductor Technology Co., Ltd. (hereinafter referred to as "Ascend Crystal Firm"), Shanghai Ascend Crystal Semiconductor Technology Co., Ltd. (hereinafter referred to as "Ascend Crystal Firm"), Shanghai Ascend Crystal Semiconductor Technology Co., Ltd. (hereinafter referred to as "Ascend Crystal Firm"), and together with Ascend Crystal Investment and Ascend Essence (hereinafter referred to as the "Target Company") (hereinafter referred to as "Ascend Crystal Investment") and Ascend Crystal Investment and Ascend Essence together as the "Target Company") by issuing shares and paying cash. The issuance of shares and the payment of cash for the purchase of assets").

At the same time, the listed company intends to issue shares to no more than 35 specific targets to raise matching funds (together with the issuance of shares and the payment of cash to purchase assets, the "transaction").

After the completion of this transaction, the company will directly and indirectly hold 100% equity interest in Sunshine Investment, 100% equity interest in Sunshine Jinko and 100% equity interest in SunSun.

Pursuant to Rule 11.2 of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (Revised in April 2024).

Article 20 of the Measures for the Continuous Supervision of Listed Companies on the Sci-Tech Innovation Board (for Trial Implementation) and Article 8 of the Rules for the Review of Major Asset Restructuring of Listed Companies on the Shanghai Stock Exchange (Revised in April 2024) stipulate that if a listed company on the Sci-Tech Innovation Board purchases assets by issuing shares, the assets to be purchased shall be in line with the positioning of the Sci-Tech Innovation Board, and the industry to which it belongs shall be in the same industry or upstream and downstream as the listed companies on the Sci-Tech Innovation Board, and shall have synergies with the main business of the listed companies on the Sci-Tech Innovation Board. It is conducive to promoting the integration and upgrading of the main business and improving the sustainable operation ability of listed companies.

1. The target company is in line with the positioning of the Science and Technology Innovation Board

The target companies Xinsheng Jinko and Xinsheng Jingrui are mainly engaged in 300mm semiconductor silicon wafer business, and the main products include 300mm semiconductor polished wafers, epitaxial wafers, etc.; As a shareholding platform, Sunshine directly and indirectly holds the shares of Sunshine and Sunshine Jingrui. According to the Industrial Classification of the National Economy (GB/T4754-2017), the target company's industry sector belongs to "manufacturing of electronic components and special electronic materials" (code: C3985) under "C39 Computer, communication and other electronic equipment manufacturing". According to the National Bureau of Statistics' "Strategic

Classification of Emerging Industries (2018), the target company's industry belongs to "3.4.3 Advanced Inorganic Non-metallic Materials" and "3.4.3 Artificial Crystal Manufacturing" and "3.4.3.1 Semiconductor Crystal Manufacturing" of "3 New Materials Industry". According to the Guidelines for the Statistical Classification of Listed Companies by Industry of the China Association of Listed Companies (May 2023), the target company's industry is "CH398 Manufacturing of Electronic Components and Electronic Special Materials" under "C Manufacturing" under "CH Electrical, Electronic and Communications" and "CH398 Computer, Communication and Other Electronic Equipment Manufacturing" under "C Manufacturing". Therefore, the target company falls under the "semiconductor and integrated circuit" of the "new generation information technology field" in the Interim Provisions on the Application and Recommendation of the Issuance and Listing of Enterprises on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (Revised in April 2024), which is in line with the industry sector of the Sci-Tech Innovation Board.

2. The target company is in the same industry as the listed company, and has a synergistic effect with the main business of the listed company

1. The listed company and the target company belong to the same industry

The main business of the target company is the same as that of the listed company, which is the production of semiconductor silicon wafers. Therefore, the listed company and the target company belong to the same industry.

2. The synergistic effect of the main business of the target company and the listed company

The target company has implemented the strategic plan of the listed company to develop 300mm semiconductor silicon wafers, seized the development opportunities of the semiconductor industry, continued to expand the production scale and technical capabilities of the listed company's 300mm semiconductor silicon wafers, and improved the market share and comprehensive competitiveness of the listed company's semiconductor silicon wafers.

After the completion of this transaction, the target company will become a wholly-owned subsidiary of the listed company, which is conducive to the in-depth integration of the listed company in terms of business decision-making, internal management, capital management and other aspects. In terms of business decision-making, this transaction will optimize the organizational structure of the target company, improve market response speed and decision-making efficiency; In terms of internal management, this transaction will reduce the complexity of the listed company's management, which will help reduce management costs and improve overall economic benefits. At the capital level, the unified allocation of funds can be realized to reduce the single working capital reserve.

In summary, the target company of this transaction is in line with the positioning of the Science and Technology Innovation Board, the target company and the listed company are in the same industry, and the main business of the listed company has a synergistic effect, this transaction is conducive to promoting the integration and upgrading of the main business of the listed company and improving the company's ability to continue operations, and the transaction is in line with Article 11.2 of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, Article 20 of the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation) and the Review Rules for the Material Asset Restructuring of Listed Companies on the Shanghai Stock ExchangeArticle 8.

It is hereby clarified.

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(There is no text on this page, which is Article 20 of the "Board of Directors of Shanghai Silicon Industry Group Co., Ltd. on the Transaction Complying <上海证券交易所科创板股票上市规则>with the Provisions of Article 11.2 and the Measures for the Continuous Supervision of Listed Companies on the < Science and Technology Innovation Board (Trial)> and<上海证券交易所上市公司重大资产重组审核规则>Signature page of the Explanation of Article 8)

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

March 7, 2025

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