Securities code: 688249 Securities abbreviation: Jinghe Integration Announcement No.: 2025-016
Hefei Jinghe Integrated Circuit Co., Ltd
Announcement on the expected daily related party transactions in 2025
The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission 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:
Whether it needs to be submitted to the shareholders' meeting for consideration: Yes
Impact of routine connected transactions on listed companies: The related party transactions expected to occur in 2025 are:
Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company") daily related party transactions are based on the company's normal business and market price, which does not affect the independence of the company, does not harm the interests of the company and shareholders, and the company will not rely on related parties due to related party transactions.
1. Basic information on daily related party transactions
(1) Deliberation procedures for the performance of routine related-party transactions
On April 18, 2025, the Company held the fifth meeting of the second session of the Board of Directors Independent Directors
deliberated and passed the "Proposal on Predicting the Company's Daily Connected Transactions in 2025 and Confirming the Connected Transactions in 2024", and formed the following opinions: the Company expects that the daily related party transaction quota in 2025 and the confirmation of related party transactions in 2024 are based on the needs of the company's business development and production and operation, which are reasonable and necessary, and the pricing of the company's daily related party transactions follows the principles of equality, voluntariness, equivalence and compensation, and will not adversely affect the company, its financial condition and operating results There is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and the company will not rely on related parties and will not affect the independence of the company. The independent directors unanimously agreed on the company's 2025 daily connected transaction quota estimate and 2024 related party transaction confirmation, and agreed to submit the proposal to the company's board of directors for deliberation.
On April 18, 2025, the company held the 19th meeting of the second board of directors and the second board of supervisors
At the eleventh meeting, the "Proposal on Predicting the Company's Daily Connected Transactions in 2025 and Confirming the Connected Transactions in 2024" was deliberated and approved. The estimated amount of daily related party transactions in 2025 is for sales
Mr. Sheng, Ms. Chen Xiaobei, Mr. Guo Zhaozhi, Mr. Xie Minglin and Mr. Zhu Caiwei abstained from voting, and the non-affiliated directors present at the meeting unanimously agreed to the proposal; Ms. Yang Guoqing, an affiliated supervisor, abstained from voting, and the non-affiliated supervisors attending the meeting unanimously agreed to the proposal, and the deliberation procedure complied with the provisions of relevant laws and regulations.
In addition to the estimated amount of related party transactions, in the past 12 months, in addition to the related party transactions that have been reviewed and approved by the company's shareholders' meeting, the cumulative amount of related party transactions between the company and its subsidiaries and the same related party, Hefei Construction Investment Holding (Group) Co., Ltd. (including enterprises directly controlled or indirectly controlled by it), has reached 30 million yuan and accounts for more than 1% of the company's latest audited total assets or market value, which need to be submitted to the company's shareholders' meeting for deliberation, and the related shareholders will abstain from voting on the relevant proposals at the shareholders' meeting.
(2) The estimated amount and type of the daily related party transaction
Unit: RMB 10,000 yuan
From the beginning of this year to this time, it is expected
Related to the same kind March 2025 The actual share of the same kind in the previous year is the same as above
Transaction related person This time, it is expected that the business ratio will be the actual development of the business ratio with the related person
Category Amount Example Accumulated Incurred Amount Difference Amount Case
(%) Transaction amount (%) varies greatly
cause
Xiang Guan
Lianfang Hefei Fangjin 4,500.00 0.49 94.33 33.03 0.00 -
Sales Technology Co., Ltd
commodity
Xiang Guanhe, Fertilizer and Burning Hua
Lianfang Run Gas Limited 4,000.00 7.18 785.38 2,404.11 4.32 -
Purchasing companies
Commodities Fertilizer Water Collection 3,800.00 6.82 546.96 1,993.56 3.58 -
and Receiving Group Limited
Labored Wisdom 1,500.00 7.11 261.09 1,245.96 5.90 -
Services Ltd
Hefei City settles down
Related Holding Shares Group Shares 1,000.00 122.09 165.00 619.06 75.58 -
Leasing Co., Ltd
Situation Hefei Fangjing 50.00 6.10 0.27 - - -
Technology Co., Ltd
Total 14,850.00 - 1,853.02 6,295.72 - -
Note 1: The denominator of the above amount as a proportion of the same kind of business is the amount of the same kind of business in 2024 (audited);
Note 2: Within the scope of the total amount of related party transactions mentioned above, the Company and its subsidiaries may realize internal adjustments (including adjustments between different types of related party transactions) between different related parties under the same control according to the actual situation;
Note 3: If there is a discrepancy in the mantissa of the above data, it will be the reason for rounding.
(3) The projection and implementation of the previous routine related party transaction
Unit: RMB 10,000 yuan
The estimated amount is the same as
Related party transactions Related party related person in 2024 is expected to be actually issued in 2024
There is a large difference between the amount of the accrued amount and the amount of the student
Causes
Sales to related parties Jingxiang Optoelectronics Co., Ltd. 200.00 264.28 -
Sell goods
Procurement from related parties Hefei Heran China Resources Gas Co., Ltd. 3,600.00 2,404.11 -
Purchase & Connection Hefei Water Group Co., Ltd. 2,000.00 1,993.56 -
Labor Zhicheng Electronics Co., Ltd. 3,900.00 1,245.96 -
Related lease Hefei Anju Holding Group shares 1,000.00 619.06 -
Limited to companies
Total 10,700.00 6,526.97 -
Note 1: Actual data for 2024 is audited;
Note 2: On April 12, 2024, the Company held the first meeting of the second session of the special meeting of independent directors of the board of directors and the second session of directors
The third meeting of the board of directors and the second meeting of the second board of supervisors respectively deliberated and approved the "Proposal on Predicting the Company's Daily Connected Transactions in 2024 and Confirming the Related Party Transactions in 2023".
2. Basic information and relationship of related persons
(1) Hefei Fangjing Technology Co., Ltd. (hereinafter referred to as "Fangjing Technology")
1. Basic information of related persons
Unified social credit code 91340100MADUL5FR2T
Type of business: Other limited liability company
Date of establishment July 29, 2024
The registered capital is RMB 30,000,000
Legal representative: Huang Jinde
Registered address: Science and Technology Innovation Center, No. 860, Wangjiang West Road, Changning Community Service Center, High-tech Zone, Hefei City, Anhui Province
Room 412, Level 4, Block B
General items: semiconductor discrete device manufacturing; semiconductor lighting device manufacturing; IC
Fabricate; integrated circuit chip and product manufacturing; Technical services, technology development, technical consulting,
Business Scope Technology exchange, technology transfer, technology promotion; research and development of new material technology; Special materials for electronics
R&D; sales of semiconductor discrete devices; import and export of goods; Technology import and export (except for licensed business
In addition, it can independently operate projects that are not prohibited or restricted by laws and regulations in accordance with the law)
1. Hefei Jinghe Integrated Circuit Co., Ltd. holds 26.6667% of the shares
2. Hefei Jianheng New Energy Automobile Investment Fund Partnership (Limited Partnership) holds shares
Shareholders 12.5000%
3. Hefei High-tech Holding Group Co., Ltd. holds 12.5000% of the shares
4. Hefei Zebai Enterprise Management Partnership (Limited Partnership) holds 11.0000% of the shares
5. Hefei Zeyi Enterprise Management Consulting Partnership (Limited Partnership) holds 8.3333% of the shares
6. Hefei Zexu Enterprise Management Partnership (Limited Partnership) holds 7.3333% of the shares
7. Hefei Zeqi Enterprise Management Partnership (Limited Partnership) holds 6.6667% of the shares
8. Hefei Jinghui Core Investment Fund Partnership (Limited Partnership) holds 6.6667% of the shares
9. Hefei Zehuan Enterprise Management Partnership (Limited Partnership) holds 6.6667% of the shares
10. JWAT Microelectronics (Hangzhou) Co., Ltd. holds 1.6667% of the shares
Total assets: 174.4565 million yuan
Net assets for the most recent fiscal year: $174,079,600
Business data (unaudited) Operating income: 00,000 yuan
Net profit: -3.9204 million yuan
2. Affiliation with listed companies
Mr. Zhu Caiwei, a non-independent director of the Company, served as a director of Fangjing Technology, and Mr. Cai Huijia, the outgoing senior management of the Company, served as the chairman and legal representative of Fangjing Technology in the past 12 months, and Fangjing Technology is a related party of the Company in accordance with the relevant provisions of laws and regulations and the Articles of Association.
3. Performance capacity analysis
The above-mentioned related parties exist in accordance with the law and operate normally, with good financial status and good performance ability. The company's previous contract with it has been implemented well, and the transactions between the two parties can be settled normally. The Company will sign contracts or agreements with relevant parties for the above transactions and strictly implement them in accordance with the agreement, and the performance of both parties shall be legally guaranteed.
(2) Hefei Heran China Resources Gas Co., Ltd. (hereinafter referred to as "Hefei Gas")
1. Basic information of related persons
Unified Social Credit Code 91340100149041564X
Type of enterprise: Limited liability company (Hong Kong, Macao and Taiwan investment, non-sole proprietorship)
Date of establishment November 13, 1995
The registered capital is RMB 100,000
Legal representative: Zhang Rensheng
Registered address: No. 466, Cooperative South Road, Shushan District, Hefei City
gas production, sales and pipeline transmission and distribution; Municipal public works, gas projects, heating projects
and the design, construction, installation, maintenance, service, supervision and consulting of supporting projects; house
supervision and consultation of construction projects; Mechanical and electrical equipment installation, decoration and decoration engineering, earthworks,
Business Scope Riveting and welding processing; gas appliance manufacturing and operation; Production of gas equipment and smart and safe household products
sales, installation and maintenance; business information consulting; Educational information consultation; insurance information consultation;
energy project construction, development and utilization, operation and management; transportation of goods by car; Own property and
Equipment rental. (Projects subject to approval in accordance with the law can only be carried out after approval by relevant departments.)
camp activities)
Shareholders 1.Hefei Urban Construction Investment Holding Co., Ltd. holds 51.00% of the shares
2. China Resources Gas Investment (China) Co., Ltd. holds 49.00% of the shares
Financial Data Due to confidentiality reasons, Hefei Gas is unable to provide the main information for the most recent fiscal year
Financial data.
2. Affiliation with listed companies
Hefei Gas is a company indirectly controlled by Hefei Construction Investment Holding (Group) Co., Ltd., the controlling shareholder of the Company, and Hefei Gas is a related party of the Company in accordance with the relevant provisions of laws and regulations and the Articles of Association.
3. Performance capacity analysis
The above-mentioned related parties exist in accordance with the law and operate normally, with good financial status and good performance ability. The company's previous contract with it has been implemented well, and the transactions between the two parties can be settled normally. The Company will sign contracts or agreements with relevant parties for the above transactions and strictly implement them in accordance with the agreement, and the performance of both parties shall be legally guaranteed.
(3) Hefei Water Group Co., Ltd. (hereinafter referred to as "Hefei Water")
1. Basic information of related persons
Formerly known as Hefei Water Supply Group Co., Ltd
Unified Social Credit Code 91340100149142728B
Type of business: Limited liability company (sole proprietorship of a legal person not invested or controlled by a natural person)
Date of establishment July 21, 1994
The registered capital is 300,000 RMB
Legal representative: Guo Xing
Registered address: No. 70, Tunxi Road, Hefei City, Anhui Province
Licensed projects: tap water production and supply; natural water collection and distribution; construction of construction projects;
Ready-made and ready-to-sell drinking water (projects subject to approval in accordance with the law can only be opened after approval by relevant departments.)
Carry out business activities, and the specific business projects are subject to the approval documents or licenses of relevant departments)
General items: sewage treatment and recycling; project management services; Water environment pollution prevention
Business Scope: Governance Services; water resources management; metrology technical services; sales of building materials; Instruments for supply
instrument sales; municipal facilities management; sales of water pollutant monitoring and testing instruments;
technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion;
Business training (excluding education training, vocational skills training and other training that requires licensing);
non-residential real estate leases; Property management (except for licensed business, can operate independently in accordance with the law
Items that are not prohibited or restricted by laws and regulations)
Shareholders Hefei Urban Construction Investment Holding Co., Ltd. holds 100% of the shares
Financial Data Due to confidentiality reasons, Hefei Water is unable to provide the main information for the most recent fiscal year
Financial data.
2. Affiliation with listed companies
Hefei Water is a company indirectly controlled by Hefei Construction Investment Holding (Group) Co., Ltd., the controlling shareholder of the company, and is a related party of the company in accordance with the relevant provisions of laws and regulations and the Articles of Association.
3. Performance capacity analysis
The above-mentioned related parties exist in accordance with the law and operate normally, with good financial status and good performance ability. The company's previous contract with it has been implemented well, and the transactions between the two parties can be settled normally. The Company will sign contracts or agreements with relevant parties for the above transactions and strictly implement them in accordance with the agreement, and the performance of both parties shall be legally guaranteed.
(4) Zhicheng Electronics Co., Ltd. (hereinafter referred to as "Zhicheng Electronics")
1. Basic information of related persons
Uniform number 12878763
The English name of the company is SYNTRONIX CORPORATION
Date of Establishment: July 9, 2001
The registered capital is NT$70,000,000
Chairman Huang Chongren
Registered address: 8th Floor, No. 6, Lixing 6th Road, Hsinchu City, Hsinchu Science Park
Research, development, design and sales of the following products: 1. Special application integrated circuit technical services.
Business Scope 2.Silicon IP and Design Platform. 3. System-on-chip integration services; Import and export of the former products
Trading business.
1. Lixin Investment Co., Ltd. holds 17.77% of the shares
Major shareholders 2.Shicheng Technology Co., Ltd. holds 10.04% of the shares
3. Zhixiang Investment Co., Ltd. holds 8.75% of the shares
4. Zhiren Technology Development Co., Ltd. holds 7.13% of the shares
Financial Data Due to confidentiality reasons, Zhicheng Electronics is unable to provide the main information for the most recent fiscal year
Financial data.
2. Affiliation with listed companies
Mr. Xie Minglin, a non-independent director of the Company, serves as a director of Zhicheng Electronics, which is a related party of the Company in accordance with laws and regulations and the relevant provisions of the Articles of Association.
3. Performance capacity analysis
The above-mentioned related parties exist in accordance with the law and operate normally, with good financial status and good performance ability. The company's previous contract with it has been implemented well, and the transactions between the two parties can be settled normally. The Company will sign contracts or agreements with relevant parties for the above transactions and strictly implement them in accordance with the agreement, and the performance of both parties shall be legally guaranteed.
(5) Hefei Anju Holding Group Co., Ltd. (hereinafter referred to as "Anju Holding Group")
1. Basic information of related persons
Formerly known as Hefei Housing Rental Development Co., Ltd
Unified social credit code 91340100MA2URQYD95
Type of enterprise Company Limited by shares (unlisted, state-owned)
Date of establishment May 18, 2020
The registered capital is RMB 500,000
Legal representative: Zhang Ruihu
Registered address: No. 460, Changjiang West Road, Shushan District, Hefei City, Anhui Province
Licensed projects: real estate development and operation; construction of construction projects; residential interior decoration;
Internet information services; accommodation services; food and beverage services; bathing services; tourism business; smoke
Business Scope: Retail of grass products; life beauty services; high-risk sports (swimming); Architectural intelligence
Energy and chemical system design (projects subject to approval in accordance with the law can only be carried out after approval by relevant departments.)
Business activities, specific business projects are subject to the approval documents or licenses of relevant departments) 1
General Projects: Housing Leasing; non-residential real estate leases; real estate consulting; real estate brokerage;
Hospitality Management; Realty management; parking services; Advertising; landscaping engineering construction;
daily necessities rental; computer system services; network technology services; marketing planning; garden
district management services; stationery equipment rental; Management; Information consulting services (not included
licensing information consulting services); conference and exhibition services; fitness and leisure activities; Wash the ironing clothes
Business; Professional cleaning, cleaning and disinfection services; building cleaning services; sales of daily necessities;
food sales (only pre-packaged food is sold); health food (pre-packaged) sales; Infants and young children
sales of infant formula milk powder and other infant formula; Class II medical device sales; chess
card room services; commercial complex management services; housekeeping; furniture installation and repair services;
loading, unloading and handling; General cargo warehousing services (excluding hazardous chemicals and other items that require license approval.)
Purpose); takeaway delivery services; repair of household appliances; household appliance installation services; Daily use hundred
sales of goods; land remediation services; Project management services (except for licensing business, can be autonomous.)
Items that are not prohibited or restricted by laws and regulations)
1. Hefei Construction Investment Holding (Group) Co., Ltd. holds 61.00% of the shares;
2. Hefei Luyang State-owned Assets Investment Holding Group Co., Ltd. holds 5.00% of the shares
3. Hefei Xincheng Holding Group Co., Ltd. holds 5.00% of the shares
4. Hefei Yaohai District State-owned Capital Operation Holding Group Co., Ltd. holds 5.00% of the shares
Shareholders 5.Hefei Binhu Investment Holding Group Co., Ltd. holds 5.00% of the shares
6. Hefei Shushan District Urban Construction Investment Co., Ltd. holds 5.00% of the shares
7. Hefei High-tech Holding Group Co., Ltd. holds 5.00% of the shares
8. Hefei Binhu New Area Construction Investment Co., Ltd. holds 5.00% of the shares
9. Hefei Urban Construction Investment Holding Co., Ltd. holds 4.00% of the shares
Financial Data Due to confidentiality reasons, Anju Holding Group is unable to provide information for the most recent fiscal year
Key financial data.
2. Affiliation with listed companies
Anju Holding Group is a holding subsidiary of Hefei Construction Investment Holding (Group) Co., Ltd., the controlling shareholder of the Company, and is a related party of the Company in accordance with the relevant provisions of laws and regulations and the Articles of Association.
3. Performance capacity analysis
The above-mentioned related parties exist in accordance with the law and operate normally, with good financial status and good performance ability. The company's previous contract with it has been implemented well, and the transactions between the two parties can be settled normally. The Company will sign contracts or agreements with relevant parties for the above transactions and strictly implement them in accordance with the agreement, and the performance of both parties shall be legally guaranteed.
3. The main content of daily related party transactions
(1) The main content of the related party transaction
The expected daily related party transactions between the Company and its subsidiaries and related parties in 2025 are mainly the purchase of goods and the acceptance of labor services, the sale of goods and related party leasing from related parties, and the business dealings between the Company and its subsidiaries and related parties will follow the principles of openness, fairness, impartiality, reasonableness and fair price, and the two parties to the transaction will first use the same property
The fair market price of the goods or services shall be used as the basis for pricing or the transaction price shall be determined by way of bidding, and in principle, it shall not deviate from the price or charging standard of an independent third party.
(2) The signing of the related party transaction agreement
In order to safeguard the interests of both parties to the transaction, the Company and the above-mentioned related parties will enter into corresponding contracts or agreements according to the business development.
Fourth, the purpose of daily related party transactions and the impact on listed companies
The Company and its subsidiaries are expected to have daily related party transactions with the above-mentioned related parties in accordance with the needs of the normal production and operation and business development of both parties, which are normal business needs, and make full use of the resources and advantages owned by related parties to serve the Company's production and operation, so as to achieve complementary advantages and reasonable allocation of resources.
The above-mentioned related-party transactions follow the principles of open, fair and impartial pricing, and do not harm the interests of the Company's non-affiliated shareholders and minority shareholders, nor will they adversely affect the independence of the Company.
5. Verification opinions of the sponsor institution
After verification, the sponsor believes that the company's expected daily related party transactions in 2025 are reasonable estimates based on the company's actual needs and combined with the relevant business that has been generated, which is in line with the company's business development needs, does not harm the interests of the company or shareholders, especially the interests of small and medium-sized shareholders, and will not have a material adverse impact on the company's future financial position and operating results. The above-mentioned expected daily related party transactions in 2025 have been deliberated and approved by the fifth meeting of the special meeting of independent directors of the second board of directors and the nineteenth meeting of the second board of directors of the company, and the related directors have abstained from voting and need to be submitted to the shareholders' meeting of the company for deliberation. The decision-making procedures for the above-mentioned 2025 expected daily related party transactions are in accordance with relevant laws and regulations and the Articles of Association.
In summary, the sponsor has no objection to the company's expected daily related party transactions in 2025 according to actual business needs.
The announcement is hereby made.
Board of Directors of Hefei Jinghe Integrated Circuit Co., Ltd
April 21, 2025
Ticker Name
Percentage Change
Inclusion Date