Securities code: 688728 Securities abbreviation: Gekewei Announcement No.: 2025-007

Geke Micro Co., Ltd

Announcement on Foreign Investment and 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 material omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Name of the proposed investment fund: Shanghai Huake Zhixin Venture Capital Partnership (Limited Partnership) (hereinafter referred to as the "target fund" or "partnership").

Proposed investment direction: The target fund focuses on the investment of enterprises in China (including those located outside China, but whose main place of business is in China or will be transferred to China after the completion of investment) engaged in the semiconductor industry and related fields (including software and service business) in the upstream and downstream related fields of the semiconductor industry chain, such as industry, automobile, new energy, high-tech and electronics.

Proposed investment amount: The total subscribed capital contribution of the partnership is RMB 30,900.00 (the following currencies are the same), and Geke Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as "Geke Microelectronics") Co., Ltd. (hereinafter referred to as "Geke Micro Shanghai"), a wholly-owned subsidiary of Geke Microelectronics Co., Ltd. (hereinafter referred to as "Geke Micro Shanghai"), intends to subscribe for the property share of the partnership with its own funds of 50 million yuan as a limited partner, and after the completion of the current round of fundraising, the subscribed capital contribution ratio of Geke Micro Shanghai in the partnership is 16.18%.

This transaction involves joint investment with related parties and constitutes a related party transaction, but does not constitute a major asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies.

There are no significant legal obstacles to the implementation of this transaction.

THE TRANSACTION HAS BEEN DELIBERATED AND APPROVED BY THE 2ND SPECIAL MEETING OF THE INDEPENDENT DIRECTORS OF THE SECOND BOARD OF DIRECTORS AND THE 12TH MEETING OF THE SECOND BOARD OF DIRECTORS, AND MR. HIRONGWONG, AN AFFILIATED DIRECTOR, HAS RECUSED HIMSELF FROM VOTING, AND THE MATTER DOES NOT NEED TO BE SUBMITTED TO THE GENERAL MEETING OF SHAREHOLDERS FOR DELIBERATION.

Relevant risk warning

(1) The signing of the partnership agreement still needs to be reviewed and approved by the competent examination and approval departments of the parties to this transaction, as of the time of this announcement, the partnership agreement of this transaction has not been signed, and the rights and obligations of all parties will be subject to the formally signed agreement, and the specific implementation and progress of this transaction are still uncertain.

(2) In the process of preparing the target fund, there is a risk that the target fund will not be fully raised due to the failure of the partners to pay the full amount of the subscribed funds, and there is uncertainty about the actual fundraising and the payment of capital contributions by all parties.

(3) The partnership is mainly engaged in equity investment business, which has the characteristics of long investment cycle and low liquidity, and there is a risk that the payback period is long and cannot contribute profits to the company in the short term; In the follow-up investment process, the partnership may be affected by various factors such as macro economy, policy changes, industry environment, investment targets, operation and management, transaction plans, etc., and there is a risk of investment failure or returns falling short of expectations; There are other risk factors such as management risk, credit risk, operational and technical risk in the operation of the partnership.

(4) As a limited partner, Gekewei Shanghai does not have a seat in the decision-making and management team of the target fund, and cannot control the investment risk of the fund. After the completion of this transaction, the company will pay close attention to the operation and management of the partnership, actively urge it to strengthen investment management, try its best to reduce investment risks, and strictly comply with the relevant provisions of information disclosure requirements to fulfill information disclosure obligations in a timely manner, please pay attention to investment risks.

I. Overview of Foreign Investment and Related Party Transactions

(1) Basic information on outward investment

The partnership was established on February 17, 2025, and as of the date of this announcement, the total subscribed capital contribution is 11.00 million yuan, the general partner is Shanghai Huake Zhiyuan Consulting Management Partnership (Limited Partnership), and the limited partner is Shenzhen Tykeyuan Trading Co., Ltd.

In response to the central government's call to "take integrated circuits as a strategic industry, grasp it tightly, and achieve leapfrogging", further promote the rapid growth of Geke Micro business, make full use of the experience and resources of professional institutions, broaden the company's industrial layout and strategic vision, and seek opportunities for industrial synergy in high-quality projects in a timely manner, Geke Micro Shanghai intends to subscribe for the property share of the partnership with its own funds of 50 million yuan as a limited partner. After the completion of this round of fundraising, the total subscribed capital contribution of the partnership is 30,900.00 yuan, and the subscribed capital contribution ratio of Geke Micro Shanghai in the partnership is 16.18%, and the fund manager of the partnership is Shanghai Walden Hi-Tech Private Equity Fund Management Co., Ltd. In addition to Geke Micro Shanghai, the limited partners who intend to subscribe for the property share of the partnership in this transaction also include Shanghai Huake Tongxin Consulting Management Partnership (Limited Partnership), SRP Microelectronics Technology (Suzhou) Co., Ltd. (hereinafter referred to as "SRP"), Xingchen Technology Co., Ltd., Shenzhen Yihong Investment Co., Ltd., Silergy Corp. Semiconductor Technology (Hangzhou) Co., Ltd., Guangzhou Ankai Microelectronics Co., Ltd. (hereinafter referred to as "Ankai Micro"), Shenzhen Techyuan Trading Co., Ltd., Fengyi Technology (Shenzhen) Co., Ltd., Shenzhen Oat Technology Co., Ltd.

In this transaction, Gekewei Shanghai has no obligations to other investors such as guaranteed returns or exit guarantees.

(2) An explanation of the related party transaction

MR. HENGWONG, A DIRECTOR OF GEM MICRO, ALSO SERVES AS A DIRECTOR OF ANKAI MICRO AND WILL STEP DOWN AS A DIRECTOR OF SIRUIPU IN JANUARY 2025. According to the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), SRP and Ankai Micro constitute related parties of the Company, so this transaction involves joint investment with related parties, which constitutes a connected transaction, but does not constitute a material asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.

As of the date of this announcement, in the past 12 months, the company's related party transactions with the same related person or the type of transaction target between different related persons have not reached more than 30 million yuan, nor have they accounted for more than 1% of the company's latest audited total assets or market value.

(iii) Decision-making and deliberative procedures

The transaction has been deliberated and approved by the second special meeting of independent directors of the second session of the board of directors, and it has been agreed

Submit the matter to the Board of Directors of the Company for consideration. The company held the twelfth meeting of the second board of directors on April 1, 2025, and deliberated and passed the "Proposal on Foreign Investment and Related Party Transactions".

2. Basic information of related parties

(1) SRP Microelectronics Technology (Suzhou) Co., Ltd

Name: SRP Microelectronics Technology (Suzhou) Co., Ltd

Type of enterprise: Company limited by shares (foreign-invested, listed)

Unified Social Credit Code 91320000593916443C

Legal representative: Wu Jiangang

Date of Establishment: April 23, 2012

Period of operation: There is no fixed term

The registered capital is 132,601,444 yuan

Registered address: 328 Xinghu Street, Suzhou Industrial Park, Creative Industry Park 2-B303

Main office location: No. 2, Building 2, No. 1761, Zhangdong Road, China (Shanghai) Pilot Free Trade Zone

layer, third layer, fourth layer

Main business: R&D and sales of analog integrated circuit products

The actual controller has no controlling shareholder and actual controller, and the largest shareholder is Shanghai Huaxin Venture

Investment Partnership (Limited Partnership)

2024 Financial Position According to SRP's 2024 Annual Results Update, total assets are 619,803.96

10,000 yuan net assets of 530,265.36 million yuan; The operating income was 121,953.82 million

Yuan; Net profit -195.3526 million yuan

AFFILIATIONS MR. HIRONGWONG, DIRECTOR OF THE COMPANY, ON SEPTEMBER 26, 2012

Director of SRP until 10 January 2025.

Whether it is a judgment defaulter No

(2) Guangzhou Ankai Microelectronics Co., Ltd

Name: Guangzhou Ankai Microelectronics Co., Ltd

Type of enterprise: Company limited by shares (foreign-invested, listed)

Unified Social Credit Code 91440116726819189A

LEGAL REPRESENTATIVE: NORMAN SHENGFAHU

Date of establishment April 10, 2001

Period of operation: There is no fixed term

The registered capital is 39,200.00 yuan

Registered address: No. 107, Bowen Road, Huangpu District, Guangzhou

The main office is located at No. 107, Bowen Road, Huangpu District, Guangzhou

Main business Mainly engaged in the R&D and design of core SoC chips for intelligent hardware of the Internet of Things.

Final testing and sales

ACTUAL CONTROLLER: NORMAN SHENGFAHU

2024 Financial Position According to Ankaiwei's 2024 annual performance report, the total assets are 166,458.13

10,000 yuan net assets of 144,099.81 million yuan; The operating income was 527,091,900

Yuan; Net profit -56.7682 million yuan

AFFILIATIONS DIRECTOR OF THE COMPANY MR. HIRONGWONG IS THE CURRENT DIRECTOR OF ANKAI MICRO.

Whether it is a judgment defaulter No

In addition to the above-mentioned related relationships, there is no other relationship between SRP and Ankai Micro and the Company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

3. The basic information of the investment target

(1) The name and category of the investment target

This connected transaction is a joint subscription of the property share of Shanghai Huake Zhixin Venture Capital Partnership (Limited Partnership) by the Company and its affiliated legal person, which is a type of "outbound investment" transaction in the Listing Rules.

(2) Basic information on the investment target

Name: Shanghai Huake Zhixin Venture Capital Partnership (Limited Partnership)

Unified social credit code 91310000MAEA6NGP3Q

Date of establishment February 17, 2025

General Partner, Shanghai Huake Zhiyuan Consulting Management Partnership (Limited Partnership)

Fund Manager: Shanghai Walden Hi-Tech Private Equity Fund Management Co., Ltd

Method of Funding Currency

Main place of business: Unit 901, Building 1, No. 1286 and 1308, Guangyan Road, Jing'an District, Shanghai

Business Scope General Projects: Venture Capital (Limited to Investment in Unlisted Enterprises). (Except as required by law.)

In addition to the approved projects, independently carry out business activities with a business license in accordance with the law)

Financial Status: No operations have commenced

(3) Capital contribution

1. Existing capital contributions

As of the date of this announcement, the partnership has a total of 2 partners with a total subscribed capital contribution of 1,100.00

10,000 yuan, all partners are contributing in currency, and the specific capital contribution is as follows:

Name of partner Subscribed capital contribution (10,000 yuan) Subscribed capital contribution ratio Partner type

Shenzhen Tykeyuan Trading Co., Ltd. 1,000.00 90.91% limited partner

Shanghai Huake Zhiyuan Consulting Management Partnership 100.00 9.09% general partner

Business (Limited Partnership)

Total 1,100.00 100% /

2. Capital contribution after the completion of the transaction

After the completion of this transaction, the number of partners of the partnership will increase to 11, and the total subscribed capital contribution will increase to 30,900.00

10,000 yuan, all partners are contributing in currency, and the specific capital contribution is as follows:

Name or name of partner Subscribed capital contribution (10,000 yuan) Subscribed capital contribution ratio Partner type

Shanghai Huake Zhiyuan Consulting Management Partnership 100.00 0.32% General Partner

Business (Limited Partnership)

Shanghai Huake Tongxin Consulting Management Partnership 3,000.00 9.71% special limited partner

Business (Limited Partnership)

Geke Microelectronics (Shanghai) Co., Ltd. 5,000.00 16.18%

SRP Microelectronics Technology (Suzhou) 3,000.00 9.71%

Ltd

Xingchen Technology Co., Ltd. 3,000.00 9.71%

Shenzhen Yihong Investment Co., Ltd. 3,000.00 9.71%

Silergy Corp. Semiconductor Technology (Hangzhou) Co., Ltd. 3,000.00 9.71% limited partner

firm

Guangzhou Ankai Microelectronics Co., Ltd. 3,000.00 9.71%

Shenzhen Techyuan Trading Co., Ltd. 3,000.00 9.71%

Fengyi Technology (Shenzhen) Co., Ltd. 2,800.00 9.06%

Shenzhen Oat Technology Co., Ltd. 2,000.00 6.47%

Total 30,900.00 100% /

4. Pricing of related party transactions

The transaction was fully communicated and agreed upon by all parties, and in line with the principles of fairness, justice and mutual benefit, the capital contribution was made in the form of cash, and there was no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.

5. The main content of the partnership agreement

(1) Business scope and business purpose

The business scope of the partnership is: venture capital (limited to investment in unlisted enterprises) (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). The business purpose of the partnership is to obtain capital appreciation through various investment portfolio methods and seek to maximize investment returns for partners.

(2) Period of operation

The term of operation of the partnership is eight years, of which the investment period is four years; The period from the end of the investment period to the expiration of the operating period is the exit period of the partnership. According to the business needs of the partnership, the term of operation of the partnership can be extended twice, and the extension period of each extension is one year. After the aforesaid extension period ends, if the term of operation of the partnership still needs to be extended, it can only be further extended after being proposed by the general partner and approved by the partners' meeting.

(iii) Investment strategy and scope

The investment strategy of the partnership is to focus on investments in enterprises in China (including those located outside China, but whose principal place of business is in China or will be transferred to China after the completion of the investment) engaged in the semiconductor industry and related fields (including software and service businesses) in the upstream and downstream of the semiconductor industry chain, such as industrial, automobile, new energy, high-tech and electronics. The partnership will fully learn from the operation mode of similar partnerships at home and abroad, combined with the direction of national economic development and industrial structure adjustment, and strive to create excellent investment returns for investors. The investment scope of the partnership is to invest in the equity and convertible bonds of the unlisted enterprise and other assets permitted by applicable laws and regulations on the premise of complying with the above-mentioned partnership investment strategy.

(iv) Funding arrangements

All partners contribute in cash. Unless otherwise decided by the Manager, the limited partners (except special limited partners) shall pay their capital contributions in three instalments in principle, which are 30%, 30% and 40% of the subscribed capital contributions, respectively. The partnership can make subsequent fundraising, absorb new limited partners or increase the subscribed capital contributions of existing limited partners.

(5) Managing partners and fund managers

The general partner, Shanghai Huake Zhiyuan Consulting Management Partnership (Limited Partnership), is the executive partner of the partnership, and has the exclusive and exclusive enforcement right to the affairs of the partnership as stipulated in the Partnership Enterprise Law and the partnership agreement. Shanghai Walden Hi-Tech Private Equity Fund Management Co., Ltd. is the manager and is responsible for the daily operation and management of the partnership.

(vi) Fees and remuneration of the administrator

The partnership shall pay the management fee to the manager in accordance with the partnership agreement, and the management fee shall be calculated based on the subscribed capital contribution of each limited partner at a rate of 2% per year from the date of the first delivery to the date of termination of the investment period; During the exit period, the management fee is calculated based on the investment cost of the investment projects that have been invested but not yet exited by each limited partner, and the rate is 1%/year.

The first management fee is paid within 15 business days after the first settlement date and on the first business day of each year thereafter.

(vii) Distribution of distributable income

The distributable income obtained by the partnership in relation to the project investment shall first be distributed among all partners in proportion to their paid-in capital contributions until all partners have recovered all their paid-in capital contributions; 20% of the remaining portion (if any) is allocated to the general partner and special limited partner, and 80% is distributed to all partners in proportion to the paid-in capital contribution.

(viii) Advisory Committee

The partnership has an advisory committee, which is composed of several members (the specific number is determined by the general partner), and the general partner may recommend one member, and the remaining members shall be appointed by the person recommended by the limited partner after comprehensive consideration by the general partner.

The duties of the Advisory Committee include deciding on the extension of the investment period or exit period of the partnership or the early termination and liquidation of the business period of the partnership in accordance with the partnership agreement, deciding on the amendment plan of the partnership agreement involved in the matters to be decided by the Advisory Committee as stipulated in the partnership agreement, and deciding that the partnership shall bear the partnership expenses in excess of the limit agreed in the partnership agreement, related party transactions and project investment matters with conflicts of interest.

Unless otherwise agreed in the partnership agreement, the relevant matters shall be resolved with the consent of more than two-thirds of the members of the Advisory Committee participating in the meeting (the members of the Advisory Committee appointed by the partners who are related to the matters under discussion shall abstain from voting and shall not be counted in the voting base).

6. The necessity of related party transactions and their impact on listed companies

(1) The necessity of related party transactions

This foreign investment is based on the company's development strategy and business needs, in order to take advantage of the resources and platform advantages of professional investment institutions, around the semiconductor industry and industry, automobile, new energy, high-tech and electronics and other semiconductor industry chain upstream and downstream related fields to carry out equity investment, find and screen in the early stage of development, with development potential of projects or enterprises, to promote the company and the above-mentioned investment target enterprises industrial synergy, in line with the company's strategic development plan.

(2) Impact on listed companies

The partnership will not be included in the scope of the company's consolidated statements, and the company's investment in the partnership comes from its own funds, which will not affect the company's normal production and operation, will not have a significant impact on the current financial and operating conditions, and will not harm the interests of the company and all shareholders.

7. Risk Warning

(1) The signing of the partnership agreement still needs to be reviewed and approved by the competent examination and approval departments of the parties to this transaction, as of the time of this announcement, the partnership agreement of this transaction has not been signed, and the rights and obligations of all parties will be subject to the formally signed agreement, and the specific implementation and progress of this transaction are still uncertain.

(2) In the process of preparing the target fund, there is a risk that the target fund will not be fully raised due to the failure of the partners to pay the full amount of the subscribed funds, and there is uncertainty about the actual fundraising and the payment of capital contributions by all parties.

(3) The partnership is mainly engaged in equity investment business, which has the characteristics of long investment cycle and low liquidity, and there is a risk that the payback period is long and cannot contribute profits to the company in the short term; In the follow-up investment process, the partnership may be affected by various factors such as macro economy, policy changes, industry environment, investment targets, operation and management, transaction plans, etc., and there is a risk of investment failure or returns falling short of expectations; There are other risk factors such as management risk, credit risk, operational and technical risk in the operation of the partnership.

(4) As a limited partner, Gekewei Shanghai does not have a seat in the decision-making and management team of the target fund, and cannot control the investment risk of the fund. After the completion of this transaction, the company will pay close attention to the operation and management of the partnership, actively urge it to strengthen investment management, try its best to reduce investment risks, and strictly comply with the relevant provisions of information disclosure requirements to fulfill information disclosure obligations in a timely manner, please pay attention to investment risks.

8. Relevant review procedures

The transaction has been deliberated and approved by the second special meeting of independent directors of the second session of the board of directors, and it has been agreed to submit the matter to the board of directors of the company for deliberation. The company held the twelfth meeting of the second board of directors on April 1, 2025, and deliberated and passed the "Proposal on Foreign Investment and Related Party Transactions".

The announcement is hereby made.

Board of Directors of Geke Micro Co., Ltd

April 2, 2025