Ruichuang Micro-Nano: Announcement on the retroactive confirmation of related party transactions, the implementation of routine related party transactions in 2024 and the expected daily related party transactions in 2025
DATE:  Apr 11 2025

Securities code: 688002 Securities abbreviation: Ruichuang Micro-Nano Announcement No.: 2025-022

Convertible bond code: 118030 Convertible bond abbreviation: Ruichuang convertible bond

Yantai Ruichuang Micro-Nano Technology Co., Ltd

Regarding the retrospective confirmation of related party transactions and the implementation of routine related party transactions in 2024

Announcement on the expected routine related party transactions in 2025

The board of directors and all directors of the company guarantee that the content of this announcement does not contain any false records and misleading statements

or material omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with law.

Important Content Notes:

Need to submit to the general meeting of shareholders for consideration: No

The impact of routine related party transactions on listed companies: The related party transactions mentioned in this announcement are based on the company's normal nature

The necessary production and business activities are an important means for the company to rationally use resources and reduce operating costs

The long-term development of the company has a positive impact. The pricing policy for day-to-day related party transactions strictly follows the principle of openness, fairness,

The general business principles of fairness and equivalent compensation are conducive to the development of the company's related business and do not harm the company

and shareholders' equity. The occurrence of the above transaction will not have a significant impact on the Company's ability to continue as a going concern, profitability and assets

independence, etc.

1. Procedures for the review of the performance of routine related party transactions

Yantai Ruichuang Micro-Nano Technology Co., Ltd. (hereinafter referred to as the "Company") was called on April 10, 2025

The 24th meeting of the third session of the board of directors was held, and the "Retrospective Confirmation of Related Party Transactions" was deliberated and approved.

Proposal on the Implementation of Routine Connected Transactions in 2024 and the Expected Routine Connected Transactions in 2025".

Ma Hong, an affiliated director, abstained from voting, and the non-affiliated directors attending the meeting unanimously agreed to the proposal, and the deliberation procedures were in conformity

Relevant laws and regulations.

On April 8, 2025, the independent directors of the company held the first meeting of the special meeting of independent directors in 2025.

Reviewed and approved the "On the Company's Retrospective Confirmation of Related Party Transactions, the Implementation of Daily Related Party Transactions in 2024 and 2025".

Annual Routine Related Party Transaction Projections. All independent directors of the company believe that the related party transactions confirmed retroactively by the company and the related party transactions expected to occur in 2025 are necessary for the company to carry out daily production and operation, and the pricing follows the principle of fair market pricing, which is conducive to the improvement of the company's operating performance, will not adversely affect the company and the company's financial condition and operating results, does not harm the legitimate rights and interests of the company and non-affiliated shareholders, especially small and medium-sized shareholders, will not have an impact on the company's independence, and will not rely on related parties. Proposal on the Company's retrospective confirmation of related party transactions, the implementation of routine related party transactions in 2024 and the expected daily related party transactions in 2025 was submitted to the board of directors of the company for deliberation.

On April 10, 2025, the company held the 17th meeting of the third board of supervisors, and deliberated and approved the "Guan

Retrospectively confirm the related party transactions, the implementation of routine related party transactions in 2024 and the estimated daily related party transactions in 2025.

II. Overview of Retrospective Confirmation of Related Party Transactions

The company held the 22nd meeting of the third board of directors on February 11, 2025, and appointed Chen Gaopeng

Mr. is the deputy general manager of the Company. Mr. Chen Gaopeng from October 19, 2024 to March 27, 2025

He also served as a director of Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd., which was recognized as a related party of the Company in accordance with the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange. In view of the above situation, based on prudent consideration, the historical related party transactions between the company and Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd. in 2024 are now retrospectively confirmed.

(1) Affiliation

Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd. is a company of which Mr. Chen Gaopeng, deputy general manager of the company, is a director.

(2) Historical related-party transactions

In 2024, the company will have a related party transaction of 7.8968 million yuan with Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd.

III. Basic Information on Routine Related Party Transactions

(1) The projection and implementation of the company's daily related party transactions in 2024

Unit: 10,000 yuan

The estimated amount of this 2024 is expected to occur in 2024

Category of related party transaction Related party Amount Amount Generated amount Actual amount difference

The reason for the difference

To the related party Yantai Qichuang Xinyuan Technology

3938.58 2799.21 Procurement rhythm adjustment

Purchase Commodities Ltd

Sell to related parties Beijing Zhichuang Xinyuan Technology

920.80 811.67 There is no significant difference

Products/Provision of Labor Services Ltd

(2) The estimated amount and category of routine related party transactions in 2025

Unit: 10,000 yuan

At the beginning of the year

Accounting for the same industry to March 31 Accounting for the same industry This estimated amount

Category of related party transaction Related party 2025 annual pre-service ratio Date and related party Actual transaction ratio of the previous year The actual transaction ratio of the previous year is the same as the actual issuance of the previous year

The difference between the amount of the amount (%) and the amount of the person who has incurred (%) is comparative

The reason for the occurrence of the traffic

Easy amount

Yantai Qichuang core

To the related party Source Technology Co., Ltd. There is no big difference

2634.96 59.40 82.22 2799.21 37.39

Sourcing the goods of the company and its controls

stock companies

Anticipate business needs

Beijing Zhichuangxin 1368.64 14.41 75.84 811.67 13.04

Sales to related parties increase

Source Technology Co., Ltd

Goods/Provision of Services Anticipated business needs

Company 20.13 0.10 0 0 0

increase

Leasing to Related Parties Anticipated business needs

Ruicheng Innovation (into 307.42 75.62 40.99 0 0

Plant and equipment increased

Both) electronic technology

Procurement from related parties Ltd. anticipates business needs

1030 N/A 0 0 0

Commodities increased

Accept the projected business needs from related parties

3649.80 56.15 0 750.20 27.96

Technical services for increased

Fourth, the basic information and relationship of related parties

(1) The basic information and relationship of related parties

1. Basic information:

Company name: Yantai Qichuang Xinyuan Technology Co., Ltd

Established on 2022-11-04

Unified social credit code: 91370600MAC2W97UXD

The registered capital is 123,695,652 yuan

Legal representative: Zhou Liqing

Yeda Zhigu Comprehensive Middle School, No. 300 Changjiang Road, Yantai Area, China (Shandong) Pilot Free Trade Zone

domicile

Heart 23rd Floor, Room 2302, Room 118

Mahon holds 59.82% of its shares; Wang Lei holds 21.02% of its shares; Shenzhen Xinxi

Xiangtai Investment Partnership (Limited Partnership) holds 5.27% of its shares; Yantai industry is talented

The venture capital partnership (limited partnership) holds 5.27% of its shares; Cao Xuemei holds it

Shareholding structure 2.64% of the shares; Yantai Xinshi Energy Technical Service Center (Limited Partnership) holds 1.76% of its

shares; Shanghai Xinxi Xinxin Private Equity Investment Fund Partnership (Limited Partnership) holds it

1.76% of the shares; Shanghai Xinxi Ruiyuan Science and Technology Center (Limited Partnership) holds 1.76% of it

Share; Shen Quan holds 0.70% of its shares

General Projects: Technical Services, Technology Development, Technical Consulting, Technology Exchange, Technology Transfer,

technology diffusion; software development; computer system services; sales of machinery and equipment; Instrumentation

Sale; sales of electronic components and electromechanical components; sales of metal materials; Chemical products

Business Scope: Sales (excluding licensed chemical products); machinery and equipment leasing; repair of special equipment; electricity

sub-special equipment manufacturing; manufacturing of special equipment for semiconductor devices; import and export of goods; Technology advances

Outlet. (Except for projects that must be approved in accordance with the law, independently carry out business with a business license in accordance with the law.)

Activities)

2. Affiliation: In view of the fact that Mr. Ma Hong, the actual controller of the company, is Yantai Qichuang Xinyuan Technology Co., Ltd

The controlling shareholder is in accordance with the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and the "Management of Related Party Transactions of the Company".

In the case of the affiliation stipulated in the system, Yantai Qichuang Xinyuan Technology Co., Ltd. is an affiliated legal person of the company.

3. Ability to perform the contract: The related party shall exist in accordance with the law and operate normally, and shall have sufficient performance ability according to the financial status of the related party, and be able to strictly abide by the contract.

4. Main financial data for 2024 (unaudited): operating income of 28.4097 million yuan, total assets

281.8389 million yuan, net assets of 280.8967 million yuan, net profit of 243,700 yuan.

(2) The basic information and related relationships of related party 2

1. Basic information:

Company name Beijing Zhichuang Xinyuan Technology Co., Ltd

Established 2020-01-03

Unified social credit code 91110302MA01PP9A19

The registered capital is 109,456,522 yuan

Legal representative: Zhou Liqing

Residence: 1st Floor, Building 1, No. 106, Jinghai 3rd Road, Beijing Economic and Technological Development Zone, Beijing

Yantai Qichuang Xinyuan Technology Co., Ltd. holds 99.30% of its shares; Zhou Liqing holds it

Shareholding structure

0.70% of the shares

technology development, technical services, technical consultation, technology transfer, technology promotion; software development;

basic software services; application software services; computer system services; Sales of machinery and equipment, instruments

instruments, electronic products, electronic components, metal materials, chemical products; Equipment leasing, maintenance

Business Scope Repair; import and export of goods, import and export of technology; Production of special equipment for semiconductor devices and electronic components

with electromechanical components of the device. (Market entities independently select business projects and carry out business activities in accordance with law;

For projects subject to approval in accordance with the law, business activities shall be carried out in accordance with the approved content after approval by relevant departments

Move; It shall not engage in business activities of projects prohibited and restricted by the national and municipal industrial policies. )

2. Affiliation: In view of the fact that Beijing Zhichuang Xinyuan Technology Co., Ltd. is a wholly-owned subsidiary of Yantai Qichuang Xinyuan Technology Co., Ltd., and Mr. Ma Hong, the actual controller of the company, is the controlling shareholder of Yantai Qichuang Xinyuan Technology Co., Ltd., which is in line with the related relationship stipulated in the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and the "Company's Related Party Transaction Management System", Beijing Zhichuang Xinyuan Technology Co., Ltd. is an affiliated legal person of the company.

3. Ability to perform the contract: The related party shall exist in accordance with the law and operate normally, and shall have sufficient performance ability according to the financial status of the related party, and be able to strictly abide by the contract.

4. Main financial data for 2024 (unaudited): operating income of 27.7996 million yuan, total assets

141.3714 million yuan, net assets of 39.5264 million yuan, net profit -40.0559 million yuan.

(3) The basic information and related relationships of related parties

1. Basic information:

Company name: Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd

Established 2024-03-29

Unified Social Credit Code: 91510116MADFN75HXK

The registered capital is 2 million yuan

Legal representative: Zhao Yingkun

China (Sichuan) Pilot Free Trade Zone, Shuangliu District, Chengdu City, Southwest Airport Economic Development Zone, Huang

domicile

3rd Floor, Building 16, District D, No. 1 Shuangxing Avenue, A Street

Chengdu Ruisheng Juchuang Enterprise Management Partnership (Limited Partnership) holds 95% of its shares, cigarettes

Shareholding structure

Tai Ruichuang Micro-Nano Technology Co., Ltd. holds 5% of its shares.

General items: electronic component manufacturing; wholesale of electronic components; sales of electronic products; electricity

retail of sub-components; power electronic components manufacturing; sales of power electronic components; integration

circuit design; integrated circuit chip design and services; integrated circuit manufacturing; Integrated circuit pins

Sell; sales of integrated circuit chips and products; integrated circuit chip and product manufacturing; semiconductor

discrete device manufacturing; sales of semiconductor discrete devices; software development; software sales; Information

Scope of business

system integration services; communication equipment manufacturing; sales of communication equipment; mobile communication equipment manufacturing;

sales of mobile communication equipment; intelligent control system integration; navigation terminal manufacturing; Radar & Accessories

set of equipment manufacturing; Technical services, technology development, technical consultation, technical exchanges, and technology transfer

concession and technology promotion; technology import and export; Import and export of goods. (Except for items subject to approval by law.)

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

2. Affiliation: In view of the fact that Mr. Chen Gaopeng, deputy general manager of the company, is a director of Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd., which is in line with the related relationship stipulated in the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and the "Management System for Related-party Transactions of the Company", Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd. is an affiliated legal person of the company.

3. Ability to perform the contract: The related party shall exist in accordance with the law and operate normally, and shall have sufficient performance ability according to the financial status of the related party, and be able to strictly abide by the contract.

4. Main financial data for 2024 (unaudited): operating income of 4.502 million yuan and total assets of 420.72

10,000 yuan, net assets - 451,500 yuan, net profit - 951,500 yuan.

5. The main content of daily related party transactions

(1) The main content of the related party transaction

The main contents of the Company's transactions with related parties are the purchase of commodities from related parties, the sale of goods/provision of services, the leasing of plant and equipment to related parties, and the acceptance of technical services provided by related parties. The Company's transactions with related parties are conducted on the basis of the principles of voluntariness, equality, mutual benefit, fairness and fairness. The transaction price is executed according to the fair market price; When there is no clear market price and government guidance price for the traded commodities, the two parties to the transaction shall determine the transaction price through negotiation and sign the relevant related party transaction agreement to clarify the related party transaction price.

(2) The signing of the related party transaction agreement

After the expected matters of the daily related party transaction are deliberated and approved by the board of directors of the company, the company and the related party will sign the corresponding agreement according to the business development.

6. The purpose of day-to-day related party transactions and their impact on listed companies

The related party transactions between the Company and the above-mentioned related parties are necessary for the Company's normal production and business activities, and are an important means for the Company to rationally utilize resources and reduce operating costs, which have a positive impact on the Company's long-term development. The pricing policy of day-to-day related party transactions strictly follows the general commercial principles of openness, fairness, impartiality and equivalent compensation, which is conducive to the development of the company's related business and does not harm the rights and interests of the company and shareholders. The occurrence of the above transaction will not adversely affect the Company's ability to continue as a going concern, profitability and asset independence.

7. Verification opinions of the sponsor institution

After verification, the sponsor believes that the retrospective confirmation of related party transactions, the implementation of routine related party transactions in 2024 and the expected matters of daily related party transactions in 2025 have been deliberated and agreed to be submitted to the board of directors of the company for deliberation at the first meeting of the third special meeting of independent directors of the company in 2025, and have been deliberated and approved at the 24th meeting of the third board of directors of the company, and Mr. Ma Hong, chairman of the company, has abstained from voting and fulfilled the necessary approval procedures. This matter is within the scope of the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. The decision-making procedures for the above-mentioned day-to-day related party transactions comply with the relevant laws, regulations and the Articles of Association. The sponsor has no objection to the company's retrospective confirmation of related party transactions, the implementation of routine related party transactions in 2024 and the expected daily related party transactions in 2025.

The announcement is hereby made.

Yantai Ruichuang Micro-Nano Technology Co., Ltd

board of directors

April 11, 2024

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