Securities code: 688099 Securities abbreviation: Jingchen shares Announcement number: 2025-031
Amlogic Semiconductor (Shanghai) Co., Ltd
Announcement on the expected routine related party transactions in 2025
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.
Important Content Notes:
Amlogic Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") on April 17, 2025
The 16th meeting of the 3rd session of the board of directors and the 15th meeting of the 3rd board of supervisors held on the day reviewed and approved the "Proposal on the Expected Daily Connected Transactions in 2025", which estimated the daily related party transactions from the 2024 Annual General Meeting of Shareholders to the 2025 Annual General Meeting of Shareholders, which still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The impact of daily related-party transactions on listed companies: The related-party transactions are based on the production and operation of both parties to the transaction
The actual needs are carried out, following the principles of equality, voluntariness, fairness and compensation, the pricing basis and pricing method are in line with the laws of the market, the transaction price is fair and reasonable, in line with the overall interests of the company, there is no harm to the company and shareholders, especially the interests of small and medium-sized shareholders, will not have a significant adverse impact on the company's financial status and operating results, and will not affect the company's independence. The Company's main business does not rely on related parties as a result of the above-mentioned related party transactions.
1. Basic information on daily related party transactions
(1) Deliberation procedures for the performance of routine related-party transactions
1. Deliberations of the Board of Directors
At the 16th meeting of the third board of directors held on April 17, 2025, the company deliberated and approved the "Guan
Proposals for Routine Related Party Transactions in 2025", which will be held from the 2024 Annual General Meeting of Shareholders to 2025
The day-to-day related party transactions during the general meeting of shareholders were anticipated. From the 2024 Annual General Meeting to the 2025 Annual General Meeting, the Company will cooperate with its related party, Amlogic Holdings Ltd., and its subsidiaries
The company has related party transactions, and the main content of related party transactions is that the company accepts labor services and technology provided by related parties
Lianren provides services. The proposal involves related party transactions, and the related directors have recused themselves from voting, and the other non-affiliated directors are one
to the deliberation and adoption.
2. Deliberations at the special meeting of independent directors
The second special meeting of the third session of independent directors held by the company on April 17, 2025 was deliberated and approved
The "Proposal on the Estimation of Daily Connected Transactions in 2025" was unanimously deliberated and approved by all independent directors. independent
The directors believe that the daily related party transactions between the company and related parties are the daily production and operation activities of the company
Yes, the voting procedures for daily related-party transactions are legal and valid, and related-party transactions will follow a fair, open and impartial market
In principle, the transaction price will be determined through negotiation with reference to the market price, and there will be no harm to the company's shareholders, especially small and medium-sized shareholders
interests and will not affect the independence of the company.
3. Deliberations of the Board of Supervisors
At the 15th meeting of the third board of supervisors held on April 17, 2025, the company deliberated and approved the "Guan
In 2025, the proposal for the expected routine related party transactions. The Board of Supervisors believes that the expected daily related party transactions
In line with the needs of the company's business development and the principle of fair market pricing, it is conducive to expanding the company's product sales market
There is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders, and it will not affect the company's finances and economics
The business situation will not adversely affect the dependence on related persons and will not affect the independence of the company. cause
Therefore, it unanimously agreed on the expected matters of this related party transaction and submitted the proposal to the general meeting of shareholders for deliberation.
This is a pre-announcement of the daily connected transactions between the 2024 Annual General Meeting of Shareholders and the 2025 Annual General Meeting of Shareholders
The matters still need to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will recuse themselves from the relevant proposals at the general meeting of shareholders
Decide.
(2) The estimated amount and type of the daily related party transaction
The Company expects to communicate with related parties from the 2024 Annual General Meeting to the 2025 Annual General Meeting
Amlogic Holdings Ltd. and its subsidiaries had a total of $49,500.00 million in daily connected transactions
Renminbi.
Unit: RMB 10,000 yuan
accounted for the same as the beginning of the year this estimated amount with
Associated 2024 accounts for the same category
This time it is estimated that the gold industry will actually incur gold in the previous year
Transaction related person actual business ratio
The amount of service is significantly different from the amount of 2025.03.31
Category Amount of Birth Example (%)
Example (%) with associated factors
Cumulative has been issued
Raw transactions
amount
With the scale of the business
Embrace Amlogic expansion and new business
Associated Holdings type added, new
Renti Ltd. and 49,400.00 100.00 4,300.69 6,618.10 100.00 Market development needs
for its subordinates to the cost of business,
Labor subsidiaries and the size of the team also follow
and technology increases
technique
Subtotal 49,400.00 100.00 4,300.69 6,618.10 100.00
Amlogic
Xiangguan Holdings
Lianren Ltd. & 100.00 100.00 - - -
Provide its subordinates
Services subsidiary
Subtotal 100.00 100.00 - - -
Total 49,500.00 100.00 4,300.69 6,618.10 100.00
(3) The projection and implementation of the previous routine related party transaction
Unit: RMB 10,000 yuan
Related Transactions Actual Payments Incurred in the Previous Year The estimated amount is the same as the actual amount incurred
Affiliates Estimated amount for the previous year
Easy Category Amount The reason for the large difference in the amount
Acceptance off is estimated at 2024 5
Lianren proposed until April 2025, real
Amlogic Holdings
Labor 17,000.00 6,618.10 The amount incurred in 2024 is 5
Ltd.
business and technology until December 2024
technical data.
Subtotal 17,000.00 6,618.10
Total 17,000.00 6,618.10
2. Basic information and relationship of related persons
(1) Basic information
Name of Affiliate: Amlogic Holdings Ltd.
Founded: November 15, 2013
Registration card number: CD-282717
Residences: Willow House, P.O. Box 709, Grand Cayman KY1-1107, Cayman Islands
(2) Affiliation with listed companies: Amlogic Holdings Ltd. indirectly holds 26.00% of the company
(as of December 31, 2024), which is the indirect controlling shareholder of the Company.
(3) Analysis of performance ability: the affiliated legal person's business situation, credit status and financial status are good
Prepare good performance capabilities.
3. The main content of daily related party transactions
(1) The main content of the related party transaction
The main content of the Company's transactions with related parties is the acceptance of labor services and technology provided by related parties to related parties
Provision of Services.
The Company's transactions with the above-mentioned related parties are based on the principles of voluntariness, equality, mutual benefit, fairness and fairness
Carry out. The transaction price is executed according to the fair market price; When there is no clear market for trading goods or services
When the price is the price and the government's guide price, the two parties to the transaction shall determine the transaction price through negotiation and sign the relevant related party transaction agreement
to clarify the price of related party transactions.
(2) The signing of the related party transaction agreement
According to the actual needs of daily production and operation, the company will cooperate with the company within the estimated amount of the company's daily related party transactions
The above-mentioned related parties enter into relevant agreements. All related party transactions between the Company and the above-mentioned related parties are in accordance with:
The principles of equality, voluntariness, equivalence and compensation are carried out, and neither party can use related party transactions to harm the other party
Benefit.
Fourth, the purpose of daily related party transactions and the impact on listed companies
The above-mentioned related party transactions are carried out according to the actual needs of the production and operation of both parties to the transaction, and follow the principles of equality, voluntariness, fairness and compensation, the pricing basis and pricing method are in line with market rules, the transaction price is fair and reasonable, in line with the overall interests of the company, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders, and will not have a significant adverse impact on the company's financial condition and operating results, nor will it affect the company's independence. The Company's main business does not rely on related parties as a result of the above-mentioned related party transactions.
The announcement is hereby made.
Board of Directors of Amlogic Semiconductor (Shanghai) Co., Ltd
April 18, 2025
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