Securities code: 688120 Securities abbreviation: Huahai Qingke Announcement No.: 2024-070

Huahai Qingke Co., Ltd

Regarding the acquisition of the remaining equity interest in Xinyu Semiconductor (Shanghai) Co., Ltd

tell

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 tips

Huahai Qingke Co., Ltd. (hereinafter referred to as the "Company") and/or Huahai Qingke (Shanghai) Semiconductor Co., Ltd. (hereinafter referred to as "Huahai Qingke Shanghai"), a wholly-owned subsidiary of the Company, intend to use a total of no more than 100,450,000 yuan of its own funds to acquire the remaining 82% equity interest of the Company's shareholding subsidiary, Xinyu Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as "Xinyu Company" or "Target Company"), and after the completion of this transaction, Xinyu Company will become a wholly-owned subsidiary of the Company.

This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies.

The transaction has been deliberated and approved by the eighth meeting of the second board of directors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.

In order to protect the interests of the company and shareholders, especially small and medium-sized investors, the transaction set up performance commitments and compensation arrangements.

Risk Warning

1. The risk of dilution of profits

After the completion of the acquisition, the company will also increase R&D investment in such businesses to achieve continuous iterative upgrading of ion implantation equipment and new product development, and the company will pay the transfer consideration in cash, and the company's share capital will not change due to the acquisition transaction, therefore, after the completion of the acquisition, the company's original business earnings per share will be

Dilution of new business segments.

2. Manage integration risks

After the completion of this transaction, Xinyu Company will become a wholly-owned subsidiary of the company, although the company and the target company are in the same industrial chain, in the market, products, technology and cost and other aspects of business synergy, but due to the difference in management methods, it is still not excluded that the two parties will be difficult to achieve the risk of efficient integration after the completion of the transaction.

3. The risk of goodwill impairment

After the completion of the acquisition, Xinyu will become a wholly-owned subsidiary of the company, and a certain amount of goodwill is expected to be formed in the company's consolidated balance sheet. In accordance with the provisions of the Accounting Standards for Business Enterprises, the goodwill generated by the acquisition will be tested for impairment on an annual basis. After this transaction, the company will fully integrate with the target company to ensure the market competitiveness of the target company and the ability of long-term stable development, but if there are adverse changes in the future business activities of the target company, there will be a risk of impairment of goodwill, which will adversely affect the company's future current profit and loss.

4. Market prospect risk

With the product development experience accumulated by the core technical team for many years of independent research and development, the company has a certain competitive advantage among domestic competitors at this stage. However, with the rapid progress of product verification and order acquisition by various domestic manufacturers, customer stickiness and trust with major domestic wafer fabs will continue to improve. At the same time, in this process, international competitors still occupy a large market share, and market competition will continue to intensify. If the company cannot correctly grasp the market dynamics and industry development trends, fail to carry out technology and product development in a timely manner according to customer needs, or the progress of product delivery and verification does not meet expectations, its industry position, market share, and operating results may be adversely affected.

5. The risk of failure to acquire part of the equity

Since Shanghai Science and Technology Venture Capital (Group) Co., Ltd. is a state-owned enterprise 100% owned by Shanghai State-owned Capital Investment Co., Ltd., according to the state-owned assets supervision regulations, its equity sale should be publicly traded through the property rights market. The acquisition of 3.3333% of the equity of Xinyu Company held by it needs to be carried out through public delisting, and there is still uncertainty about whether the company can successfully delist.

The company will fulfill its information disclosure obligations in a timely manner according to the progress of this matter, and investors are requested to pay attention to investment risks.

1. Basic information of the transaction

(1) Overview of the transaction

In order to actively implement the platform development strategy of "equipment + service", enrich the company's product categories, and realize the rapid layout of the company's integrated circuit ion implantation equipment products, the company and/or Huahai Qingke Shanghai plan to use their own funds to acquire the remaining 82% equity of Xinyu Company, a shareholding subsidiary. After the completion of this transaction, Xinyu will become a wholly-owned subsidiary of the company. This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies.

The equity transferors of this transaction include natural person CHEN WEI and Shanghai Kaicheng Semiconductor Technology Partnership

Industry (Limited Partnership) (hereinafter referred to as "Shanghai Kaicheng"), Shanghai Science and Technology Venture Capital (Group) Co., Ltd. (hereinafter referred to as "Shanghai Kechuang"), Shanghai Pudong Haiwang Integrated Circuit Industry Private Equity Fund Partnership (Limited Partnership) (hereinafter referred to as "Pudong Haiwang"), Small and Medium-sized Haiwang (Shanghai) Private Equity Fund Partnership (Limited Partnership) (hereinafter referred to as "Xiaoxiao Haiwang"), Suzhou Yunwang Chuangxin Investment Partnership (Limited Partnership) (hereinafter referred to as "Chuangxin"), RIGHT DIRECT INVESTMENTS LIMITED AND HUZHOU QINGXIN TECHNOLOGY DEVELOPMENT PARTNERSHIP (LIMITED PARTNERSHIP) (HEREINAFTER REFERRED TO AS "HUZHOU QINGXIN") HAVE A TOTAL OF 8 PARTIES.

Based on the conclusion of the equity appraisal report issued by an appraisal agency with securities and futures related business qualifications and filed by the company's state-owned asset management department, the transaction determined that the overall price of 100% equity of Xinyu Company is RMB 122,500, and the transaction price is 1,541.43% compared with the book value of the owner's equity of Xinyu Company on the valuation deadline, and the Company and/or Huahai Qingke Shanghai will be valued at RMB 100,450 according to the overall valuation of Xinyu Company mentioned above 10,000 yuan to acquire the remaining 82% equity of the company's shareholding subsidiary, Xinyu Company.

(2) The decision-making procedures and deliberations of the transaction

This matter has been reviewed and approved by the company's state-owned assets supervisor.

On December 24, 2024, the company held the eighth meeting of the second board of directors and deliberated and approved the "Guan

The proposal to acquire the remaining 82% equity interest in Xinyu Semiconductor (Shanghai) Co., Ltd., a shareholding subsidiary, is within the approval authority of the board of directors, and the transaction does not need to be submitted to the general meeting of shareholders for deliberation.

(3) Other explanations

Since Shanghai Kechuang is a state-owned enterprise 100% owned by Shanghai State-owned Capital Investment Co., Ltd., according to the state-owned assets regulations, its equity sale should be publicly traded through the property rights market. Therefore, the results of the company's acquisition of the equity of Shanghai Kechuang and the signing of the relevant agreement can only be confirmed after the completion of the public transaction procedures in the property rights market. Except for the above, there are no other approval or decision-making procedures that need to be fulfilled before the transaction becomes effective.

On December 24, 2024, the company signed the "Guan

Equity Purchase Agreement of Xinyu Semiconductor (Shanghai) Co., Ltd.

Second, the basic information of the counterparty

(1) Counterparty 1

Name: Shanghai Kaicheng Semiconductor Technology Partnership (Limited Partnership)

Address: Building 4, No. 1588, Xinyang Highway, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

MANAGING PARTNER, CHEN WEI

Type of business: Limited partnership

The subscribed capital contribution was 6.43 million yuan

Date of Establishment: 2022-02-25

Unified Social Credit Code: 91330481MA7K72U88H

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

Business Scope: Technology Promotion; integrated circuit design; Marketing planning (except for projects subject to approval by law.)

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

The capital contributions of its partners are as follows:

Serial No. Name of Promoter Subscribed Capital Contribution (10,000 Yuan) Capital Contribution Ratio

1 CHEN WEI 12.86 2.00%

2 CHEN JIONG 630.14 98.00%

Total 643.00 100.00%

(2) Counterparty 2

NAME CHEN WEI

Identity and position: Chairman and general manager of Xinyu Company

(3) Counterparty 3

Name: Shanghai Science and Technology Venture Capital (Group) Co., Ltd

Address: Unit B, Room 1201, No. 289 Chunxiao Road, China (Shanghai) Pilot Free Trade Zone

Legal representative: Zhu Min

Type of business: Limited liability company (sole proprietorship of a legal person not invested or controlled by a natural person)

The registered capital is 550,000 yuan

Date of Establishment: 2014-08-15

Unified Social Credit Code 913100003123156507

Technology venture capital, investment management, asset management, venture capital business, agency and others

Venture capital business of institutions or individuals such as venture capital companies, venture capital consulting business,

Business Scope Provide venture management services for venture capital enterprises and participate in the establishment of venture capital enterprises

Construction and management business with venture capital management consulting institutions, technology-based incubator enterprises.

[For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments]

Shareholding structure Shanghai State-owned Assets Supervision and Administration Commission approved Shanghai State-owned Capital Investment Co., Ltd

100% shareholding

(4) Counterparty 4

Name: Shanghai Pudong Haiwang Integrated Circuit Industry Private Equity Fund Partnership (Limited Partnership)

Address: Room 5006, No. 432, Shuiyun Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Managing Partner, Shanghai Pudong Yunwang Integrated Circuit Center (Limited Partnership)

Type of business: Limited partnership

CNY 211,000 was invested in the company

Date of Establishment: 2021-06-03

Unified social credit code 91310000MA1H3TN14E

General projects: private equity funds are engaged in equity investment, investment management, asset management, etc

Business Scope (It is necessary to complete the filing and registration with the Asset Management Association of China before it can be engaged in business.)

Activities) (except for projects that must be approved in accordance with the law, independently carried out in accordance with the law with a business license.)

camp activities).

The capital contributions of its partners are as follows:

Serial No. Name of Partner Subscribed Capital Contribution Proportion of Capital Contribution

(10,000 yuan) (%)

1 Shanghai Pudong Science and Technology Innovation Investment Fund Partnership (Limited Partnership) 50,000.00 23.6967

2 Zhejiang Weir Equity Investment Co., Ltd. 40,000.00 18.9573

3 Shanghai Pudong Kechuang Group Co., Ltd. 37,000.00 17.5355

4 Industrial Securities Investment Management Co., Ltd. 20,000.00 9.4787

5 Hepu Chuanghe Qihang No. 3 Equity Investment Fund (Zibo) Partnership (Limited 18,886.00 8.9507

Partnership)

6 Shanghai Lu'an Investment Co., Ltd. 10,000.00 4.7393

7 Huayuan Land Port Capital Operation Co., Ltd. 10,000.00 4.7393

8 Shanghai Jieweiyuan Science and Technology Center (Limited Partnership) 5,500.00 2.6066

9 Binh Duong Tianworm Ruisi Equity Investment Partnership (Limited Partnership) 5,000.00 2.3697

10 Hechuang Pu Heqihang No. 3 Equity Investment (Zibo) Partnership (Limited Partnership) 4,114.00 1.9498

11 Xiamen Municipal Private Equity Fund Management Co., Ltd. 3,000.00 1.4218

12 Shanghai Weijun Science and Technology Center (Limited Partnership) 3,000.00 1.4218

13 Shanghai Wood Shoot Enterprise Management Partnership (Limited Partnership) 2,500.00 1.1848

14 Shanghai Pudong Yunwang Integrated Circuit Center (Limited Partnership) 2,000.00 0.9479

Total 211,000.00 100.0000

On July 6, 2021, Pudong Haiwang handled a private placement investment in accordance with the law with the Asset Management Association of China

The fund number is SQX812. On May 28, 2021, Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd., the fund manager of Pudong Haiwang, handled the private placement in accordance with the law at the Asset Management Association of China

Investment fund managers are registered with the registration number P1072004.

(5) Counterparty 5

Name: Small and Medium-sized Haiwang (Shanghai) Private Equity Fund Partnership (Limited Partnership)

Address: Room 5029, No. 432, Shuiyun Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Managing Partner: Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd

Type of business: Limited partnership

The subscribed capital contribution is 170,000 yuan

Date of Establishment: 2021-12-10

Unified social credit code 91310000MA7EAPT0XF

General projects: private equity funds are engaged in equity investment, investment management, asset management, etc

Business Scope (It is necessary to complete the filing and registration with the Asset Management Association of China before it can be engaged in business.)

activities). (Except for projects that must be approved in accordance with the law, they shall be carried out independently in accordance with the law with a business license.)

Business Activities)

The capital contributions of its partners are as follows:

Serial No. Name of Partner Subscribed Capital Contribution Proportion of Capital Contribution

(10,000 yuan) (%)

1 National Small and Medium Enterprise Development Fund Co., Ltd. 50,000.00 29.4118

2 Shanghai Commercial Investment (Group) Co., Ltd. 30,000.00 17.6471

3 Shanghai Lingang Advanced Industry Equity Investment Fund Partnership (Limited Partnership) 20,000.00 11.7647

4 Lujiazui International Trust Co., Ltd. 20,000.00 11.7647

5 Shanghai Pudong Kechuang Group Co., Ltd. 18,000.00 10.5882

6 Hepu Chuanghe Qihang No. 1 Equity Investment Fund (Zibo) Partnership (10,016.00 5.8918

Partnership Only)

7 Industrial Securities Investment Management Co., Ltd. 10,000.00 5.8824

8 Hepu Chuanghe Qihang No. 2 Equity Investment Fund (Zibo) Partnership (9,984.00 5.8729

Partnership Only)

9 Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd. 2,000.00 1.1765

Total 170,000.00 100.0000

On January 26, 2022, Zhongxiao Haiwang filed a private investment fund with the Asset Management Association of China in accordance with the law, with fund number STU672. On May 28, 2021, Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd., the fund manager of Xiaoxiao Haiwang, registered as a private investment fund manager with the registration number P1072004 in accordance with the law with the Asset Management Association of China.

(6) Counterparty 6

Name: Suzhou Yunwang Chuangxin Investment Partnership (Limited Partnership)

Residence: No. 203-31, Building 5, Jiyanghu Financial Street, Yangshe Town, Zhangjiagang City

Managing Partner Xing Xiao

Type of business: Limited partnership

The amount of capital contributed is CNY 1.5 million

Date of Establishment: 2023-01-13

Unified social credit code 91320582MAC83FBU9E

Business Scope General projects: Engage in investment activities with its own funds (except for projects subject to approval in accordance with the law,

Carry out business activities independently with a business license in accordance with the law)

The capital contributions of its partners are as follows:

Serial No. Name of Partner Subscribed Capital Contribution (10,000 Yuan) Capital Contribution Ratio (%)

1 Lv Xin 67.50 45.00

2 Yue Hao 50.94 33.96

3 Xing Xiao 24.00 16.00

4 Li Yinan 7.56 5.04

Total 150.00 100.00

Chuangxin is a co-investment platform for fund employees of Pudong Haiwang and Zhongxiao Haiwang.

(7) Counterparty 7

The company name is RIGHT DIRECT INVESTMENTS LIMITED

Place of registration: British Virgin Islands

Registration number 450443

Date of Establishment: June 22, 2001

LEGAL REPRESENTATIVE: LI HUNG ANGELA

Capital contribution: US$50,000

Main business Industrial investment, equity investment, securities investment

Shareholding structure LI HUNG ANGELA 100%

(8) Counterparty 8

Name: Huzhou Qingxin Technology Development Partnership (Limited Partnership)

Residence: 13th Floor, Block A, Changxing World Trade Building, No. 1278 Mingzhu Road, Changxing County Development Zone, Huzhou, Zhejiang Province

Room 1301-53

Managing Partner: Zhang Xiaoli

Type of business: Limited partnership

The subscribed capital contribution is 5 million yuan

Date of Establishment 2022-01-25

Unified social credit code 91330522MA7G994U9N

General Projects: Software Development; software sales; network and information security software development; thing

Business Scope: Networking technology research and development; popular science and publicity services; technology intermediary services; conference and exhibition services;

marketing planning; Market research (excluding foreign-related investigations) (except for items subject to approval in accordance with law.)

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

The capital contributions of its partners are as follows:

Serial No. Name of Promoter Subscribed Capital Contribution (10,000 Yuan) Capital Contribution Ratio (%)

1 Zhang Xiaoli 400 80.00

2 Shao Feng 100 20.00

Total 500 100.00

As of the disclosure date of this announcement, the above-mentioned counterparty is not a judgment defaulter, and there is no relationship with the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

3. The situation of the target company

(1) The name and type of the subject matter of the transaction

The subject matter is 82% of the equity of Xinyu Company, and this transaction belongs to the "purchase of assets" stipulated in the "Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange".

(2) Brief introduction of the target company

1. Basic information of the target company

Company name: Xinyu Semiconductor (Shanghai) Co., Ltd

Date of Establishment August 16, 2018

The registered capital is 15,789,474 yuan

Unified social credit code 91330122MA2CDQA074

LEGAL REPRESENTATIVE: CHEN WEI

Type of enterprise: Limited liability company (foreign-invested, non-sole proprietorship)

Registered address: Room 202, Building 4, No. 1055, Jinsui Road, China (Shanghai) Pilot Free Trade Zone

Office address: Room 203, Building 4, Lane 60, Naxian Road, Pudong New Area, Shanghai

General items: manufacturing of special equipment for semiconductor devices; semiconductor discrete device manufacturing;

manufacturing of electronic special equipment; manufacturing of electronic components; Electronic components and electromechanical components

equipment manufacturing; mechanical and electrical equipment manufacturing; sales of semiconductor discrete devices; half

sales of special equipment for conductor devices; sales of power electronic components; Electronic components

Business Scope Sales of electromechanical components and equipment; sales of mechanical and electrical equipment; Promotion of new material technology

Serve; Technical services, technology development, technical consultation, technical exchanges, and technology transfer

concession and technology promotion; Seals are manufactured with packing materials; sales of sealing fillers; Synthetics

material sales; information technology consulting services; manufacturing of special electronic materials; Non-metallic minerals

and product sales; manufacturing of non-metallic mineral products; High-performance fibers and composites

Sale; graphite and carbon products manufacturing; sales of graphite and carbon products; Synthetics

material manufacturing (excluding hazardous chemicals); import and export of goods; Technology import and export. (Except.)

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)

Shareholding structure

Name of Shareholder Registered Capital Shareholding Ratio (%)

(10,000 yuan)

CHEN WEI 200.0000 12.6667

Shanghai Kaicheng Semiconductor Technology Partnership (Limited Partnership) 642.2000 40.6727

Huzhou Qingxin Technology Development Partnership (Limited Partnership) 157.8000 9.9940

Right Direct Investments Limited 78.9474 5.0000

Company 284.2105 18.0000

Small and medium-sized Haiwang (Shanghai) Private Equity Fund Partnership (Limited Partnership) 105.2632 6.6667

Shanghai Pudong Haiwang Integrated Circuit Industry Private Equity Fund Partnership (Limited 52.6316 3.3333

Partnership)

Shanghai Science and Technology Venture Capital (Group) Co., Ltd. 52.6316 3.3333

Suzhou Yunwang Chuangxin Investment Partnership (Limited Partnership) 5.2631 0.3333

Total 1,578.9474 100.0000

Shanghai Kaicheng Semiconductor Technology Partnership (Limited Partnership) is the controlling shareholder of Xinyu Company, and CHEN WEI and CHEN JIONG are the joint actual controllers of Xinyu Company.

2. Other shareholders of the target company who have the right of priority to transfer shall waive the right of first refusal.

3. The ownership of the equity of the target company held by the counterparty is clear, there is no pledge and any other restrictions on transfer, no litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.

4. As of the disclosure date of this announcement, the target company has not been listed as a dishonest person subject to execution.

(3) The main business of the target company

1. Main products

Xinyu is mainly engaged in the research and development, production and sales of integrated circuit ion implanters, and the main products currently commercialized are low-energy and large-beam ion implantation equipment, and related products have been sent to the client for verification.

According to the "Industrial Classification of the National Economy (GB/T 4754-2017)", the industry in which Xinyu is located is the manufacturing of special equipment for semiconductor devices in the manufacturing industry (C3562).

2. Competitive advantage and core competitiveness

The core technical team of Xinyu Company has focused on the ion implantation industry for more than 30 years, has rich experience in the ion implantation industry, and has continuously accumulated the core parameters of product design and process performance in the long-term research and development process, and has upgraded and improved the transmission path of the ion beam system of the core module of the equipment

Compared with similar competing products, the wafer particle pollution control effect and wafer loading efficiency are better, and the localization rate of equipment parts is higher.

3. Market competition

Ion implantation equipment involves basic sciences such as high-voltage electronics, machinery, electrical, computer control, plasma physics, etc., with a high theoretical threshold and difficult system integration. According to SEMI data, more than ninety percent of the equipment in the global and domestic markets is still supplied by Applied Materials and Asherite, which is highly concentrated. At present, according to public information, the domestic companies that carry out the R&D and production of ion implantation equipment include Xinyu Company, Beijing Shuoke Zhongkexin Electronic Equipment Co., Ltd., Shanghai Kaishitong Semiconductor Co., Ltd. and Qingdao Sifang Sirui Intelligent Technology Co., Ltd.

4. Market prospects

In recent years, China's integrated circuit industry has grown rapidly under the pull of market demand and policy support

Long. According to SEMI data, the intensity of capital expenditure on equipment in the global 12-inch fab is expected to increase in 2025.

It is expected to reach $116.5 billion, up 20% year-over-year; It is expected to reach 130.5 billion in 2026 and 2027

U.S. dollars, $137 billion. Specific to the Chinese market, the size of China's semiconductor equipment market will reach US$28.27 billion and US$35.697 billion in 2022 and 2023, respectively, with a growth rate significantly higher than the overall global situation.

Ion implanter is one of the key equipment in the pre-process of integrated circuit manufacturing, and the sales of ion implantation equipment account for about 3-5% of the overall sales scale of semiconductor process equipment, and the market prospect is broad.

(4) The financial status of the target company

The company has hired ShineWing Certified Public Accountants (Special General Partnership) to complete the audit of the financial statements of Xinyu Company in 2023 and from January to May 2024 and issue the "Audit Report" of "XYZH/2024BJAA15B0041", and the financial situation of Xinyu Company is as follows:

Unit: RMB

Project May 31, 2024 December 31, 2023

Total assets 138,081,033.30 145,665,989.61

Total liabilities 63,450,826.14 55,958,938.52

Net assets 74,630,207.16 89,707,051.09

Project January-May 2024 2023 year

Operating income 780,584.09 3,622,353.90

Net profit -15,166,843.93 -24,420,829.61

Net profit attributable to the parent company -15,166,843.93 -24,420,829.61

As of the audit reference date (May 31, 2024), the ion implantation equipment that has been issued by Xinyu is still available

During the customer verification process, revenue has not yet been generated. As of the disclosure date of this report, some of the machines of Xinyu have been accepted.

Fourth, the pricing of the transaction

(1) The assessment of the target company

Wanlong (Shanghai) Asset Appraisal Co., Ltd., which has securities and futures related business qualifications hired by the company,

Issued the "Proposed Equity Acquisition of Huahai Qingke Co., Ltd." with May 31, 2024 as the base date

The asset appraisal report on the value of all shareholders' equity of Xinyu Semiconductor (Shanghai) Co., Ltd. (Wan Long Ping Bao Zi (2024) No. 10414).

As of the valuation base date, the value of 100% equity of Xinyu Company assessed by the income method was 122,500.00 yuan, which was 1,541.43% compared with the book value of the owner's equity of Xinyu Company at the end of the period of 74.6302 million yuan; The value of 100% equity of Xinyu Company evaluated by the market method was 1241.00 million yuan, which was 1562.87% compared with the book value of the owner's equity of Xinyu Company at the end of the period of 74.6302 million yuan. In this evaluation, the income method is selected as the final result of the total equity of the shareholders of the target company.

(2) The filing of this assessment

The above assessment report has been reviewed and filed by Sichuan Energy Investment Group Co., Ltd., the company's state-owned asset management unit.

(3) The pricing of the transaction

After negotiation and confirmation by all parties to this transaction, the transaction is based on the conclusion of the above-mentioned recorded equity evaluation report, and the overall price of 100% equity of Xinyu Company is determined to be 1225000000 yuan, and the total transaction consideration of 82% of Xinyu's equity to be acquired this time is 1004500000000 yuan.

5. The main content of the transaction contract

The main terms of the "Equity Acquisition Agreement on Xinyu Semiconductor (Shanghai) Co., Ltd." signed by the Company and the parties to the transaction other than Shanghai Kechuang are as follows:

(1) The subject of the agreement

Acquirer (Party A): Company (Party 1), Huahai Qingke Shanghai (Party 2)

The transferor (Party B) includes two categories:

1. The transferor (performance commitment party) participating in the performance commitment includes CHEN WEI, Shanghai Kaicheng and CHENJIONG (as one of the actual controllers of Xinyu Company and the main partner of Shanghai Kaicheng to participate in this transaction);

2. Transferors (non-performance commitment parties) that do not participate in the performance commitment include Pudong Haiwang, Xiaoxiao Haiwang, Chuangxin Store, RIGHT DIRECT INVESTMENTS LIMITED, and Huzhou Qingxin

Party C: Xinyu Company

(2) Transaction price

After negotiation between Party A and Party B, the overall price of 100% equity of the target company was set at RMB 122,500,000.

Party A paid Party B RMB 963,666,677 in cash to acquire 78.6667% of the equity held by each party, the details are as follows:

Unit: 10,000 yuan

Serial No. Name of the Transferor Registered Capital to be Transferred Equity Ratio to Transfer Consideration to Transfer

1 Shanghai Kaicheng 642.2000 40.6727% 49,824.0157

2 CHEN WEI 200.0000 12.6667% 15,516.6664

3 Huzhou Qingxin 157.8000 9.9940% 12,242.6498

4 Zhongxiao Haiwang 105.2632 6.6667% 8,166.6698

5 RIGHT DIRECT INVESTMENTS 78.9474 5.0000% 6,125.0023

LIMITED

6 Pudong Haiwang 52.6316 3.3333% 4,083.3349

7 Chuangxin No. 5.2631 0.3333% 408.3288

Total 1242.1053 78.6667% 96,366.6677

(3) Payment methods, time limits and related commitments

1. The payment method, payment period and related commitments of the performance commitment party

(1) Payment method and term

On the premise that the performance undertaking party and Party C abide by their agreements, warranties and undertakings under this Agreement, and that the representations and statements made by them under this Agreement are true, accurate and complete, Party A2 shall pay the transfer consideration to the transferor in four installments according to the following arrangements:

(1) The main conditions and amount of the first instalment

The decision-making bodies of the parties have completed the decision-making procedures and signed the acquisition agreement and other necessary documents; The performance commitment to hand over to Party A the relevant seals of the target company and other relevant materials that can realize Party A's actual control of the group company; The relevant commitments and agreements of the performance committing party and Party C have been complied with or fulfilled; During the transition period, the target company is operating normally and has not undergone major adverse changes; CHEN WEI, CHEN JIONG and each of the core team members have signed a labor contract with the group company with a term of not less than 3 years and the corresponding non-compete and confidentiality agreement, as well as other necessary conditions.

After all the prerequisites for the first installment of the above payment are met, the market supervision and management department will complete the transaction

The payment of all the first installment of the transfer consideration (i.e., 60% of the transfer consideration) shall be completed within 10 days after the registration of the change or before such other date as agreed in writing by Party A and the performance committing party.

(2) The main conditions and amount of payment of the second instalment

The target company completes the 2024 annual performance commitment or the performance commitment party completes the 2024 annual performance compensation;

The relevant commitments and agreements of the target company and the performance pledge party have been complied with or fulfilled.

Within thirty days after the date on which all the precedent conditions for the second instalment are fulfilled or waived in writing by Party A (subject to Party A's written confirmation), or on such other date as may be agreed upon in writing by Party A and the performance commitment party, Party A2 shall pay 10% of the transfer consideration to the bank account designated by the transferor.

(3) The main conditions and amount of payment of the third instalment

The target company completes the 2025 annual performance commitment or the performance commitment party completes the 2025 annual performance compensation;

The relevant commitments and agreements of the target company and the performance pledge party have been complied with or fulfilled.

Within 30 days after the date on which all the conditions precedent for the third instalment are fulfilled or waived in writing by Party A (subject to Party A's written confirmation) or on such other date as may be agreed upon in writing by Party A and the performance pledgee, Party A2 shall pay 15% of the transfer consideration to the bank account designated by the transferor.

(4) The main conditions and amount of the fourth instalment

The target company has completed all performance commitments or the performance commitment party has completed all performance compensation obligations; The accounting firm hired by Party A conducts a special audit on the impairment of the underlying equity and issues a special report, and the impairment amount of the underlying equity does not exceed the amount of performance compensation completed by the performance compensation party, or the performance compensation party has completed the special compensation for the difference; The relevant commitments and agreements of the target company and the performance pledge party have been complied with or fulfilled.

Within thirty days after the date on which the conditions precedent for the fourth instalment are all satisfied or waived in writing by Party A (subject to written confirmation by Party A) or such other date as may be agreed upon in writing by Party A and the performance pledgee, Party A2 shall pay 15% of the transfer consideration to the bank account designated by the transferor.

If the transfer consideration for each period is paid in full normally, the specific details of the transfer consideration paid by Party A 2 to each transferor are as follows:

Unit: 10,000 yuan

Name of the transferor / Total consideration for the transfer First Installment Assignment Second Installment Assignment Third Installment Assignment Fourth Installment Assignment

Name: Consideration, Consideration, Consideration, Consideration

Shanghai Kaicheng 49,824.0157 29,894.4094 4,982.4015 7,473.6024 7,473.6024

CHEN WEI 15,516.6664 9,309.9998 1,551.6666 2,327.5000 2,327.5000

Total 65,340.6821 39,204.4092 6,534.0681 9,801.1024 9,801.1024

(2) Other commitments:

(1) The performance undertaking party promises that the first installment of the transfer consideration paid by Party A 2 will be used to pay the taxes and fees involved in the transaction on a priority basis; Within thirty (30) days from the date of receipt of the first, second and third phases of the transfer consideration paid by Party A 2, the performance undertaking party undertakes to purchase the company's shares in its own name through centralized bidding on the Shanghai Stock Exchange with not less than 25% of the first phase of the transfer consideration, not less than 30% of the second phase of the transfer consideration, and not less than 20% of the third phase of the transfer consideration;

(2) The performance pledge party undertakes not to directly or indirectly dispose of the company's shares purchased by it using the transfer price of this transaction during the performance commitment period, and to establish an isolation mechanism with other debts, including but not limited to voluntarily locking up and pledging the company's shares held by Party A2.

2. The method and time limit of payment by the non-performance commitment party

A one-time payment of the transfer consideration shall be made to the non-performance committing party, and the payment of all consideration shall be completed within 10 days after the completion of the change of registration of the market supervision and administration department of this transaction or before other dates after the completion of the change of registration of the market supervision and administration department of this transaction agreed in writing by Party A and the non-performance committing party, and the prerequisites for payment are as follows:

The decision-making bodies of the parties have completed the decision-making procedures and signed the acquisition agreement and other necessary documents; The relevant commitments and commitments of the non-performance committing party have been complied with or fulfilled; During the transition period, the target company will operate normally and there will be no major adverse changes. In addition, for the agreement signed with Zhongxiao Haiwang, the preconditions for Party A 2 to pay the transfer consideration to it also include that the appointed directors of Zhongxiao Haiwang in Xinyu Company have submitted written resignation documents to Xinyu Company.

(4) Transfer and delivery of target shares

The date on which Party A 2 pays the first transfer payment to the performance commitment party in accordance with the agreement shall be the delivery date. Since the delivery date, Party A 2 obtains the underlying equity and enjoys the corresponding shareholder rights and assumes the corresponding shareholder obligations.

(5) Arrangements for profit and loss during the transition period

The profit and loss incurred by the target company from the base date (May 31, 2024) to the closing date

It shall be enjoyed or borne by the shareholders of the target company before the closing date in the original proportion, and the vesting of such profits and losses will not lead to the adjustment of the consideration for this transfer. The accumulated undistributed profits of the target company as of the delivery date shall be enjoyed by the shareholders of the target company after the delivery date on a pro rata basis.

(6) Performance commitments, compensation and rewards

1. The content of the performance commitment

The performance pledge party promises that the target company should achieve the business in 2024, 2025 and 2026

The performance criteria are as follows:

(1) Performance commitment assessment standard 1

During the performance commitment period, the audited operating income of the target company's consolidated statements shall not be less than 45 million yuan, 105 million yuan and 340 million yuan respectively. Among them, the requirements for the composition of operating income in each year are: the operating income recognized after the acceptance of the ion implanter accounts for at least 80%, and the operating income of other businesses such as parts, maintenance, and materials accounts for no more than 20%, and the amount of operating income included in the performance commitment assessment is 1.25 times of the sales revenue excluding tax recognized after the acceptance of the machine in the current year and the book operating income of the current year, whichever is lower.

(2) Performance commitment assessment standard 2

In 2024 and 2025, the target company will issue and deliver no less than 4 and 8 ion injections respectively

Entering the equipment to the end customer and entering the customer's equipment verification or acceptance process (this assessment standard does not apply in 2026).

Party A has the right to hire an accounting firm after the end of each fiscal year in 2024, 2025 and 2026

Audit the target company and issue an audit report (the report should be issued no later than the time of issuance of the company's corresponding annual audit report), and Party A shall confirm whether the above-mentioned performance commitment assessment standards of the target company in each performance commitment period are met according to the audit report and customer receipt vouchers.

2. The trigger of performance compensation and the amount of compensation

(1) If the target company's performance commitment assessment standard 1 reaches or exceeds 100% of the commitment target of the current year in each fiscal year during the performance commitment period, the performance commitment party does not need to make performance compensation in the current year;

(2) If in each fiscal year during the performance commitment period, the target company's performance commitment assessment standard 1 does not reach 100% of the current year's commitment target, but reaches 85% of the current year's commitment target, and the target company's performance commitment assessment standard 2 reaches 100% of the current year's commitment target, the performance commitment party does not need to make performance compensation in the current year;

(3) If in each fiscal year during the performance commitment period, the target company's performance commitment assessment standard 1 does not reach 85% of the commitment target of the current year, or although the performance commitment assessment standard 1 reaches 85%, the performance commitment assessment standard 2 does not reach 100% of the commitment target of the current year, the performance commitment party shall compensate the company for the performance in the current year. The amount to be compensated is calculated according to the following formula:

Compensation amount for the current year = (Performance Commitment Appraisal Criteria 1 Cumulative target amount as of the end of the current year - Cumulative operating income from the beginning of 2024 to the end of the current year) × transfer consideration ÷ Performance Commitment Appraisal Criteria 1 during the performance commitment period Sum of the target amount - Cumulative compensation amount.

(4) If in 2024 and 2025, the target company will be triggered according to the above "2, performance compensation

(1) and (2) do not need to make performance compensation, but the three-year total amount of the target company's performance commitment assessment standard 1 for 2024-2026 does not reach 100% of the total amount of the three-year commitment target, the performance pledge party shall compensate the company for performance after the issuance of the target company's 2026 annual audit report. The amount of compensation shall be calculated according to the formula listed in "2. Trigger and compensation amount of performance compensation" (3).

(5) Upon the expiration of the performance commitment, Party A shall hire an auditor to conduct a special audit of the impairment of the target company and issue a special report, and if the equity impairment amount of the target company exceeds the amount of performance compensation completed by the performance commitment party, the performance commitment party shall make up the difference.

(6) The maximum compensation and top-up obligations of the performance undertaking party in aggregate under this Agreement shall not exceed the total amount of the transfer consideration obtained by the performance undertaking party in this transaction.

3. Performance compensation

If the performance pledgee shall compensate Party A for performance, Party A shall have the right to notify the performance pledgee in writing of the relevant facts and request the performance pledgee to make performance compensation, and the performance pledge shall compensate Party A within 30 days after receiving the above-mentioned written notice from Party A.

(1) When the performance compensation obligation is triggered, the amount of compensation payable for the current year shall be deducted by each transferor from the installment transfer consideration corresponding to the annual performance compensation according to the proportion of the transferor's shareholding in the target company at the time of signing this agreement.

(2) If the consideration for the installment transfer is insufficient to pay the performance compensation, the performance undertaking party shall compensate with the company's shares it has purchased.

The number of shares to be compensated in the current year = (the amount to be compensated in the current year - the amount of the consideration that has been compensated through the installment transfer in the current year) ÷ the average price at which the performance commitment party buys the company's shares in the secondary market after the transaction.

Among them: (1) the number of shares to be compensated calculated according to the above formula should be accurate to the single digit, and if there is a decimal place in the calculation result, it will be rounded up to the nearest digit; (2) If the company has dividends, share gifts, capital reserve conversion to share capital and other ex-rights and ex-dividends during the commitment period, the "average price at which the performance commitment party buys the company's shares in the secondary market after this transaction" in the above formula shall be adjusted accordingly.

(3) After determining the number of shares to be compensated in the current year, the company shall repurchase them at a total price of 1 yuan.

4. Force majeure

If the performance commitment assessment standard cannot be achieved due to force majeure, economic crisis, major changes in laws, regulations or industry policies, etc., Party A, the performance commitment party and the target company will negotiate a solution in good faith and amicably based on the principle of fairness. For the avoidance of doubt, prior to the date of this Agreement, the United States and its allies or any other country has:

The announcement of changes in import and export trade control policies and control policies for the semiconductor industry in China does not fall within the scope of the aforesaid material changes.

5. The transaction is terminated voluntarily

IF THE PERFORMANCE OF THE TARGET COMPANY DURING THE COMMITMENT PERIOD IS LOWER THAN THE PERFORMANCE COMMITMENT ASSESSMENT STANDARD 1 FOR TWO CONSECUTIVE YEARS BY MORE THAN 50% OR OTHER MAJOR COMPLIANCE RISK ISSUES OCCUR, RESULTING IN CHEN JIONG AND CHEN WEI BEING UNABLE TO PARTICIPATE IN THE PRODUCTION AND OPERATION OF THE COMPANY AND CAUSING A MATERIAL ADVERSE IMPACT ON THE PERFORMANCE OF THE TARGET COMPANY THAT IS LOWER THAN THE PERFORMANCE COMMITMENT ASSESSMENT STANDARD 1 FOR TWO CONSECUTIVE YEARS BY MORE THAN 50%, PARTY A HAS THE RIGHT TO TERMINATE THE TRANSACTION ON ITS OWN INITIATIVE AFTER THE AUDIT RESULTS OF THE ANNUAL PERFORMANCE COMMITMENT ARE ISSUED. The performance pledgee shall refund the transfer consideration paid accordingly, and Party A 2 shall accordingly return the equity of the target company to the performance pledgee, in which case the performance compensation obligation of the performance pledgee shall be terminated accordingly.

Party A undertakes that if the voluntary termination clause of the above-mentioned transaction is triggered and executed, Party A shall do its best to avoid infringement of the intellectual property rights of the performance commitment party and the target company, and the specific measures include:

(1) After the transaction is voluntarily terminated, Party A shall immediately return the relevant materials to the performance pledgee, including all the information related to the target company's business, technology and intellectual property rights provided by the performance pledgee or held by Party A;

(2) Party A shall keep the aforesaid information strictly confidential and shall not use the aforesaid information for any R&D or commercial purposes in any way;

(3) Party A (including procuring and ensuring its affiliates) shall not engage in the manufacturing business of the same or similar equipment as all ion implanters delivered by the target company before the voluntary termination of the transaction;

(4) If Party A violates the aforesaid commitments, it shall be liable for compensation to the performance pledge party and the target company in accordance with the law.

6. The trigger of performance rewards and the amount of rewards

(1) During the performance commitment period, the target company will be confirmed 2024 after completing the audit of the financial statements

Annual Performance Commitment Appraisal Criteria 1 If 100% of the current year's commitment target is exceeded, if 2025

and 2026 annual performance commitment assessment standard 1 If it continues to exceed 100% of the current year's commitment target, Party A undertakes

The amount of excess performance rewards to the core team of the target company is calculated according to the following formula:

Excess performance Annual actual operating income range Reward amount Reward payment period

Completed the annual / 100 million yuan / 10,000 yuan

[1.17,1.28) 1,000 By 31 December 2026,

2025 [1.28, 1.40) 1,500 by December 31, 2027

≥1.40 2,000 50% of the amount to be rewarded each

Excess performance Annual actual operating income range Reward amount Reward payment period

Completed the annual / 100 million yuan / 10,000 yuan

[3.52,3.63) 2,000 By 31 December 2027,

2026 [3.63,3.75) 2,500 by December 31, 2028

≥3.75 3,000 50% of the reward amount to be cashed out

(2) During the performance commitment period, if the target company completes the customer verification and acceptance of the first specific process ion implantation equipment, Party A agrees to reward the core team of the target company with RMB 20 million in the year when the equipment is accepted;

(3) During the performance commitment period, if the target company completes the customer verification and acceptance of the first ion implantation equipment with another specific process, Party A agrees to reward the core team of the target company with RMB 20 million in the year when the equipment is accepted;

(4) Party A agrees that the form of performance rewards to the core team of the target company includes Party A's 1 stock, cash, etc., and the specific reward plan shall be determined by Party A and the performance commitment party through negotiation at that time, and if relevant taxes and fees are involved, the core team of the target company shall bear the responsibility itself.

(7) Validity, modification and termination of the Agreement

1. The agreement shall be established on the date of completion of the signing by all parties.

2. The commitments and warranties, liability for breach of contract and confidentiality clauses of the parties under the agreement shall take effect from the date of signing the agreement, and the other terms shall take effect on the date when the following conditions are satisfied:

(1) The board of directors of Party A 1 approves the transaction, and Party A 2 and Party B complete the internal decision-making process

Party B has full rights and authorizations to sign and perform this Agreement and complete the transactions described in this Agreement;

(2) The shareholders' meeting of Party C deliberated and approved the transaction and formed a legal and effective shareholders' resolution.

3. The rights and obligations of the parties agreed in the agreement shall be deemed to have been finally fulfilled after the completion of the agreement.

4. Amendments or additions to the agreement shall be made in writing.

(8) Liability for breach of contract

A party is in breach of this Agreement if it fails to perform any of its obligations under this Agreement or fails to comply with its commitments (including representations, warranties and undertakings, the same hereinafter) or if such commitments are untrue, inaccurate or misleading. The breaching party shall bear the losses caused by such breach to the non-breaching party (such losses shall include direct and indirect losses, as well as litigation costs, arbitration costs, attorney fees, preservation costs and travel expenses incurred in the assertion of rights, the specific amount shall be subject to the ruling conclusion of the dispute resolution institution as agreed in the agreement). In addition to the aforesaid liabilities, the non-breaching party may also have the right to require the breaching party to continue to perform

This Agreement.

After the conditions for the agreement to take effect are satisfied, if either party violates the provisions of this agreement and fails to complete the delivery of the underlying equity and the change of registration and filing by the market supervision and administration department within the time limit agreed in this agreement, the breaching party shall calculate the transaction consideration as the basis at 5/10,000 and pay liquidated damages to the non-breaching party for each day of overdue.

After the conditions for the effective date of the agreement are satisfied, if Party A 2 violates the provisions of this Agreement and fails to pay the transfer consideration within the time limit agreed in this Agreement, Party A 2 shall calculate and pay liquidated damages to Party B based on the overdue transfer consideration based on 5/10,000 for each overdue day.

If the transaction fails to be completed due to the approval of the competent securities regulatory authority and other reasons, Party A shall not be liable for breach of contract.

(9) Other important representations and warranties

The company guarantees that after the completion of this transaction, it will maintain the independent operation and stability of the target company and the management team.

Including the legal representative is not a person other than CHEN WEI or CHEN JIONG, and the registered address will not be changed

And so on.

6. Other arrangements related to the transaction

There is no related relationship between the counterparty of this transaction and the company, and this transaction does not involve related party transactions, and there is no situation that may result in related party transactions; This transaction also does not involve the company's increase in external guarantee liability.

7. The impact of this transaction on the listed company

(1) The impact of the transaction on the financial condition and operating results

The transaction adopts the cash method, and the transaction consideration is paid in installments to the performance commitment party, and the company's own funds are relatively abundant, which is not expected to have a significant impact on the company's current and future financial condition. After the completion of this transaction, the target company will be included in the company's consolidated financial statements, which will have a certain impact on the company's existing asset and liability structure, revenue scale, profitability and various financial indicators, and will not have a significant impact on the company's operation. At the same time, since this transaction is a business combination not under the same control, this transaction will form goodwill, if the future business situation of the target company deteriorates, the operating performance is lower than expected, the company may have the risk of goodwill impairment, which will have an impact on the company's current profit. After this transaction, the company will fully integrate with the target company to ensure the market competitiveness and long-term stable development ability of the target company.

(2) The impact on the company's scientific and technological innovation ability and competitiveness

Ion implanter is a key process equipment for integrated circuit manufacturing, which has been monopolized by some internationally renowned manufacturers for a long time.

The ion implantation equipment of integrated circuit manufacturing enterprises in Chinese mainland is still mainly dependent on imports, and the demand for import substitution is huge. Xinyu is one of the few suppliers in China that can realize the production of large-beam ion implantation equipment, and the company can quickly realize the absorption and transformation of the core technology of ion implantation through this acquisition, complete the layout of products and business segments by leaps and bounds, and further enhance the company's core competitiveness.

8. Risk Warning

(1) Risk of dilution of profits

After the completion of the acquisition, the company will also increase R&D investment in such businesses to achieve continuous iterative upgrading of ion implantation equipment and new product development, and the company will pay the transfer consideration in cash, and the company's share capital will not change due to the acquisition transaction, therefore, after the completion of the acquisition, the company's original business earnings per share will be diluted by the new business segment.

(2) Manage integration risks

After the completion of this transaction, Xinyu Company will become a wholly-owned subsidiary of the company, although the company and the target company are in the same industrial chain, in the market, products, technology and cost and other aspects of business synergy, but due to the difference in management methods, it is still not excluded that the two parties will be difficult to achieve the risk of efficient integration after the completion of the transaction.

(3) The risk of impairment of goodwill

After the completion of the acquisition, Xinyu will become a wholly-owned subsidiary of the company, and a certain amount of goodwill is expected to be formed in the company's consolidated balance sheet. In accordance with the provisions of the Accounting Standards for Business Enterprises, the goodwill generated by the acquisition will be tested for impairment on an annual basis. After this transaction, the company will fully integrate with the target company to ensure the market competitiveness of the target company and the ability of long-term stable development, but if there are adverse changes in the future business activities of the target company, there will be a risk of impairment of goodwill, which will adversely affect the company's future current profit and loss.

(4) Market prospect risk

With the product development experience accumulated by the core technical team for many years of independent research and development, the company has a certain competitive advantage among domestic competitors at this stage. However, with the rapid progress of product verification and order acquisition by various domestic manufacturers, customer stickiness and trust with major domestic wafer fabs will continue to improve. At the same time, in this process, international competitors still occupy a large market share, and market competition will continue to intensify. If the company cannot correctly grasp the market dynamics and industry development trends, cannot carry out technology and product development in a timely manner according to customer needs, or the progress of product delivery and verification does not meet expectations, its industry position, market share, and operating performance

may be adversely affected.

(5) The risk that part of the equity cannot be acquired

Since Shanghai Science and Technology Venture Capital (Group) Co., Ltd. is a state-owned enterprise 100% owned by Shanghai State-owned Capital Investment Co., Ltd., according to the state-owned assets supervision regulations, its equity sale should be publicly traded through the property rights market. The acquisition of 3.3333% of the equity of Xinyu Company held by it needs to be carried out through public delisting, and there is still uncertainty about whether the company can successfully delist.

The company will fulfill its information disclosure obligations in a timely manner according to the progress of this matter, and investors are requested to pay attention to investment risks.

The announcement is hereby made

Huahai Qingke Co., Ltd

Board of Directors

December 25, 2024