Jinghe Integration: Announcement on the progress of the purchase of land use rights and projects under construction and related party transactions
DATE:  Mar 29 2025

Securities code: 688249 Securities abbreviation: Jinghe Integration Announcement No.: 2025-015

Hefei Jinghe Integrated Circuit Co., Ltd

Regarding the purchase of land use rights and projects under construction

Announcement on the progress of 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.

1. Overview of the transaction

Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Company" or "Jinghe Integration") held the 25th meeting of the first board of directors and the 12th meeting of the first board of supervisors on February 28, 2024, 2024

On March 15, the first extraordinary general meeting of shareholders in 2024 was held to deliberate and approve the "Proposed Purchase of Land

Proposal on the use of rights and projects under construction and related party transactions. In order to meet the company's future business development needs, the company acquired from Hefei Lanke Investment Co., Ltd. (hereinafter referred to as "Hefei Lanke") the land use rights and projects under construction (including buildings, structures and factory equipment) located in the east of Xinbegbu Road and west of Dayu Road in Hefei Comprehensive Bonded Zone (hereinafter referred to as the "subject assets"), and Hefei Lanke will continue to complete the follow-up project construction according to the company's needs. After negotiation between the two parties, the transaction consideration is tentatively set at RMB 543,272.04 million (tax included), and after the completion acceptance and final account audit, the Company and Hefei Lanke jointly commissioned an appraisal agency to conduct an overall evaluation, and signed a supplementary agreement to adjust the final price of asset transfer according to the evaluation results. The general meeting of shareholders authorized the board of directors and its authorized persons to negotiate and sign supplementary agreements with Hefei Lanke and other related matters within the scope of no more than 50,000 yuan (tax included). Specifics

For details, please refer to the company's website on the Shanghai Stock Exchange on February 29, 2024 and March 16, 2024

(www.sse.com.cn) The "Announcement of Jinghe Integration on the Proposed Purchase of Land Use Rights and Construction Projects and Related Party Transactions" (Announcement No.: 2024-005) and the "Announcement on the Resolution of the First Extraordinary General Meeting of Shareholders of Jinghe Integration in 2024" (Announcement No.: 2024-016) disclosed by Jinghe Integration.

2. The progress of the transaction

On March 18, 2024, the company and Hefei Lanke signed the "Hefei Lanke Investment Co., Ltd. and Hefei Jing

Agreement on Asset Transfer of Electronic Information Standardization Plant and Ancillary Projects of IC Co., Ltd.

(hereinafter referred to as the "Asset Transfer Agreement"). As of the disclosure date of this announcement, the underlying assets have completed the audit of the financial final accounts of the completion of the project, and the company and Hefei Lanke jointly entrusted Zhongshui Zhiyuan Asset Appraisal Co., Ltd. to the value of the underlying assets

Based on January 31, 2025, the appraised value of the underlying assets is RMB553,538.13

10,000 yuan (excluding tax), VAT is 158.70 million yuan.

On March 27, 2025, the Company held the fourth meeting of the second session of the Board of Directors Independent Directors

At the 18th meeting of the second session of the board of directors, the "Proposal on Signing the Supplementary Agreement on Asset Transfer and the Progress of Related Party Transactions" was deliberated and approved. Agreed that the Company and Hefei Lanke would enter into a supplementary agreement to adjust the final price of the asset transfer to RMB5,535,381,300 (excluding tax) based on the assessment results, and authorized the Company's management and its authorized persons to negotiate and sign a supplementary agreement with Hefei Lanke and other related matters.

3. Main contents of the supplementary agreement

(1) The final transfer price

Based on the evaluation results, the parties agreed that the final transfer price of the underlying assets was RMB 5,694,081,300 including tax, of which the amount excluding tax was RMB 5,535,381,300 and the value-added tax was RMB 158,700,000.

(2) Handling of temporary construction deposits

According to the "Asset Transfer Agreement", Hefei Lanke handed over to the Finance Bureau of Hefei Xinzhan High-tech Industrial Development Zone

The company paid a temporary construction deposit of RMB 13.46 million to Hefei Lanke on March 31, 2024

After the deposit expires, Hefei Lanke will apply for the refund of the temporary construction deposit in a timely manner, and the full amount will be returned to the company without interest within 30 working days after Hefei Lanke receives the returned deposit. Both parties agree that the aforesaid temporary construction deposit that the company has prepaid to Hefei Lanke will offset the transfer price of this supplementary agreement, and Hefei Lanke will apply for a refund and will no longer claim against the company.

(3) The transfer price and payment method

As of the date of signing of this Supplemental Agreement, the Company has paid the transfer price of RMB5.2 billion to Hefei Lanke in accordance with the Asset Transfer Agreement, and the remainder is after deducting the temporary construction deposit of RMB13.46 million stipulated in Article 2 of this Supplemental Agreement

The transfer price is RMB480,621,300 (tax included), and the parties have agreed that the Company will enter into consideration on March 31, 2025

Forward payment to Hefei Lanke.

(4) Payment of taxes and fees

The relevant taxes and fees arising from the underlying assets and the acquisition shall be borne by the company.

(5) The contract comes into effect

This Supplemental Agreement shall come into force on the date of signing after being sealed by both parties.

4. Risk Warning

The transaction can only be completed after the parties to the transaction sign a supplementary agreement, pay the payment, and go through the property rights registration procedures in accordance with the relevant laws and regulations. The progress of the transaction may be affected by a variety of factors, and there is still some uncertainty. The Company will continue to pay attention to the follow-up progress of this transaction, fulfill its information disclosure obligations in a timely manner in strict accordance with the relevant provisions and requirements of relevant laws, regulations and normative documents, and take active measures to prevent related risks. Please pay attention to the investment risks.

The announcement is hereby made.

Board of Directors of Hefei Jinghe Integrated Circuit Co., Ltd

March 29, 2025

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