Stock code: 688012 Stock abbreviation: China Micro Corporation Announcement No.: 2024-076

China Micro Semiconductor Equipment (Shanghai) Co., Ltd

Announcement on the investment of related parties in AMD Semiconductor and related party transactions

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:

AMD Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as "AMD") is a subsidiary of AMEC

Conductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Company", "AMEC")

The current registered capital is 42.5 million yuan, and AMEC subscribed and contributed 25.5 million yuan

Yuan, holding 60% of the shares. Yin Zhiyao, Jiaxing Zhongqi Enterprise Management Partnership (Limited Partnership) (to

Hereinafter referred to as "Zhonghuan Partnership") intends to invest in Supermicro by increasing its capital by 7.5 million yuan

Zhiyao increased its capital by 2.5 million yuan, and Zhonghuan Partnership increased its capital by 5 million yuan. After the completion of the capital increase, Supermicro Note

The registered capital is 50 million yuan, 51% of which is held by AMEC, and Supermicro is still a holding subsidiary of the company.

The company's waiver of the right of preferential capital increase this time constitutes a related party transaction, but does not constitute a major asset restructuring.

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

The transaction has been deliberated and approved by the first special meeting of the independent directors in 2024 and approved by the company

The 27th meeting of the second session of the board of directors was deliberated and approved. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.

1. Overview of related party transactions

Supermicro is a holding subsidiary of the company, with a registered capital of 42.5 million yuan, and AMEC subscribed and contributed 25.5 million yuan, holding 60% of the shares. Jiaxing Juwei Investment Management Partnership (Limited Partnership) (hereinafter referred to as "Juwei Partnership") subscribed and contributed 10 million yuan, holding 23.53% of the shares; BEAMVISIONPTE. LTD

hereinafter referred to as "BEAMVISION") subscribed and contributed 4.5 million yuan, holding 10.59% of the shares; NATURAL PERSON JUJIN OUT

The capital is 2.5 million yuan, holding 5.88% of the shares.

Yin Zhiyao and Zhonghe Partnership plan to invest in Supermicro by increasing capital by 7.5 million yuan, of which Yin Zhiyao will increase its capital by 2.5 million yuan and Zhonghuan Partnership will increase its capital by 5 million yuan.

After the completion of the capital increase, the registered capital of Supermicro was 50 million yuan, of which 2,550 yuan was subscribed by AMEC

10,000 yuan, holding 51% of the shares; Juwei Partnership subscribed and contributed 10 million yuan, holding 20% of the shares; The partnership subscribed and contributed capital

5 million yuan, holding 10% of the shares; BEAMVISION subscribed 4.5 million yuan, holding 9% of the shares; Yin Zhiyao subscribed

Invested 2.5 million yuan, holding 5% of the shares; JU JIN subscribed and contributed 2.5 million yuan, holding 5% of the shares.

Yin Zhiyao is the chairman and general manager of the company, and is a related party of the company in accordance with the provisions of the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange. Therefore, Yin Zhiyao's investment in Supermicro by way of capital increase constituted a connected transaction.

Up to this connected transaction, in the past 12 months, the connected transactions between the listed company and the same related person or the type of transaction target between different related parties have not reached more than 30 million yuan, nor have they reached more than 1% of the latest audited total assets or market value of the listed company.

Second, the basic situation of the capital increaser

(1) Basic information of related parties

Mr. Yin Zhiyao, born in 1944, holds a bachelor's degree from the University of Science and Technology of China and a Ph.D. from the University of California, Los Angeles. From 1984 to 1986, he worked as a process engineer in the Technology Development Department at Intel Center. From 1986 to 1991, he worked at Lam Research Semiconductor as a senior engineer in the R&D department and a senior manager in the R&D department. From 1991 to 2004, he worked at Applied Materials, successively serving as the Chief Technology Officer of the Plasma Etching Equipment Product Division, the Vice President of the Head Office, the General Manager of the Plasma Etching Business Group, and the Chief Technology Officer of the Asia Headquarters. Since 2004, he has served as the chairman and general manager of AMEC.

(2) The basic information of other parties

Name: Jiaxing Zhongqi Enterprise Management Partnership (Limited Partnership)

Managing Partner: Zhou Pinliang

Founded: March 16, 2016

Registered capital: 5 million RMB

Social unified credit code: 91310230MA1JX8G266

Registered address: 178, Building 1, Fund Town, No. 1856, Nanjiang Road, Dongzha Street, Nanhu District, Jiaxing City, Zhejiang Province

Room-5

Business Scope: General Items: Enterprise Management; business management consulting; Financial consulting (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).

Partners and property shares: General partner Zhou Pinliang holds 0.0001% of the property share, and limited partner Dai Shiyun holds 99.9999% of the property share.

In addition to the above-mentioned relationships, there are no other relationships between Mr. Yin Zhiyao, Zhonghuan Partnership and the Company, in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

Third, the basic information of the subject

(1) The basic information of the target enterprise

Company name: AMD Semiconductor Equipment (Shanghai) Co., Ltd

Legal representative: Yin Zhiyao

Founded: November 22, 2024

Registered capital: RMB 42.5 million

Social unified credit code: 91310000MAE6N57U7W

Registered address: Building C, No. 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Business scope: general items: sales of special equipment for semiconductor devices; sales of electronic special equipment; Repair of special equipment. (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)

(2) The shareholders and equity structure of the target enterprise after the investment of the related party

Name of shareholder Subscribed capital contribution (10,000 yuan) Shareholding ratio

AMEC Semiconductor Equipment (Shanghai) Co., Ltd. 2,550 51%

Jiaxing Juwei Investment Management Partnership (Limited Partnership) 1,000 20%

Jiaxing Zhonghe Enterprise Management Partnership (Limited Partnership) 500 10%

BEAMVISION PTE. LTD. 450 9%

Yin Zhiyao 250 5%

JU JIN 250 5%

Total 5,000 100%

(3) A description of the ownership status

AMEC and other shareholders have waived their right of first refusal to increase capital under the same conditions under this transaction.

Supermicro has clear property rights, and there is no mortgage, pledge or any other restriction on transfer, no litigation, arbitration matters or judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.

4. The necessity of related party transactions and the basis for pricing

(1) The necessity of related party transactions

As microscopic devices become smaller and smaller, testing equipment has become more critical equipment, and the market is growing rapidly, becoming the fourth largest equipment category accounting for about 11% of the total semiconductor front-end equipment market. The testing equipment market is mainly divided into optical testing equipment and electron beam testing equipment, of which the company has invested in the optical testing equipment sector, while Supermicro plans to develop electron beam testing equipment, which will continue to expand the coverage of a variety of testing equipment. Electron beam detection equipment is the key equipment for yield control of chip manufacturing and advanced packaging process, which is very important for the development of new quality productivity represented by artificial intelligence in China, and is one of the shortcomings of China, which urgently needs to achieve a breakthrough of zero. As the critical size of chips becomes smaller and smaller, the limitations of optical quantity detection become more and more obvious, electron beam detection becomes more important and essential, and the market size is rapidly expanding.

The development of Supermicro will become an important breakthrough for the company to extend the semiconductor equipment industry chain. In the current industrial pattern, the integrity and synergy of the industrial chain are directly related to the anti-risk ability and sustainable competitiveness of enterprises in the market wave. AMEC has developed into a platform-based semiconductor equipment company, taking advantage of its own platform advantages and volume advantages, through investment in Supermicro Company, the company can be deeply involved in the research and development and production of key testing equipment, and form a close complementary relationship with its existing business. The joint investment of the company and related parties in Supermicro is the key to the implementation of the company's three-dimensional development strategy, which is conducive to further promoting the extension of the company's industrial chain, cultivating new business growth points for the company, and promoting the company's high-speed, stable, healthy and safe development.

Yin Zhiyao and Zhongqi Partnership invested in Supermicro by way of capital increase, which can supplement and meet the capital needs of Supermicro, and deeply bundle the interests of the technical team with the development of the company, so as to enhance the team's sense of responsibility and belonging. As a leader in the industry, Yin Zhiyao's profound technical attainments, keen market insight and extensive network resources can provide forward-looking guidance for Supermicro in terms of strategic planning, technology research and development direction, market trend prediction and partner expansion. In addition, the participation of Yin Zhiyao and Zhongguan Partners will greatly enhance the overall strength and market position of Supermicro, and through their leadership and influence, Supermicro can win more trust and respect, obtain more cooperation opportunities and resource sharing, and enhance the comprehensive competitiveness of Supermicro.

(2) The pricing basis of related party transactions

In accordance with the principles of fairness, impartiality and fairness, after friendly negotiation between all parties, all parties invested in Supermicro at the price of 1 yuan per 1 yuan of registered capital, and assumed corresponding responsibilities according to the proportion of their respective capital contributions, and there was no use of related relationships to damage the interests of the company, nor did it damage the interests of the company's shareholders, especially small and medium-sized shareholders.

5. The main content of related party transactions

(1) Shareholders

Country Name of shareholder Amount of capital contribution Method of capital contribution Date of capital contribution

China Micro Semiconductor Equipment (25.5 million yuan) Currency 2029-10-27

Hai) Co., Ltd

China Yin Zhiyao 2.5 million yuan Currency 2029-10-27

China Jiaxing Zhongguan Enterprise Management 5 million yuan Currency 2029-10-27

Partnership (Limited Partnership)

BEAMVISION PTE. SINGAPORE 4.5 million yuan currency 2029-10-27

LTD.

China Jiaxing Juwei Investment Management Co., Ltd. 10 million yuan

Partnership (Limited Partnership) 2029-10-27

United States JU JIN 2.5 million yuan currency 2029-10-27

A total of $50 million

(2) Shareholders' meeting

The shareholders' meeting of Supermicro is composed of all shareholders and is the highest authority.

(3) Directors

Supermicro shall have one director for a term of three (3) years, upon expiration of which may be re-elected. Directors are accountable to the shareholders' meeting.

(4) Managers

Supermicro shall have one (1) manager, who shall be appointed or dismissed at the discretion of the Directors. Managers are appointed for a term of three (3) years, at the end of which they may be re-employed.

(5) Profit distribution

The profit distribution of Supermicro shall be implemented in accordance with the Company Law, relevant laws and regulations, and the provisions of the competent financial department of the State Council. If the shareholders' meeting makes a decision on the distribution of profits, the directors shall make the distribution within six months from the date of the resolution of the shareholders' meeting.

(6) Liability for breach of contract

If a shareholder violates this agreement, he or she shall be liable for breach of contract in accordance with the law. In the event of a dispute arising from the capital increase agreement, the parties shall resolve it through friendly negotiation. If the negotiation fails, the shareholders have the right to file a lawsuit with the court with jurisdiction in the place where Supermicro is located.

(7) Entry into force

The capital increase agreement shall take effect from the date of signature and seal of all parties.

6. The purpose of the related party transaction and its impact on the Company

As one of the key equipment in the front end of semiconductors, the company and related parties jointly invest in Supermicro for the needs of the company's strategic development, which is conducive to further promoting the company's three-dimensional development strategy, cultivating new business growth points, and promoting the company's high-speed, stable, healthy and safe development. The related party's investment in Supermicro in the form of capital increase will help supplement and meet Supermicro's capital needs, and can also closely bind the interests of the technical team to the company's development.

According to the principles of fairness, impartiality and fairness, the investment is determined and paid through negotiation, the source of funds is the self-owned funds of each party, the capital contribution price is 1 yuan / per 1 yuan of registered capital, and according to the proportion of their respective capital contributions to bear the corresponding responsibility, will not affect the company's normal production and operation activities, will not have a significant adverse impact on the company's finances and production and operation, there is no damage to the interests of the company and all shareholders.

VII. Deliberation Procedures for Related Party Transactions

On December 27, 2024, the company held the 27th meeting of the second board of directors to deliberate and approve the "Guan

Proposal on Investment in AMD Semiconductor and Related Party Transactions with Related Parties", Mr. Yin Zhiyao, an affiliated director of this proposal, abstained from voting, and the other non-affiliated directors voted unanimously to pass it. According to the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association of the Company, this matter does not need to be submitted to the general meeting of shareholders for deliberation.

On December 27, 2024, the company held the first special meeting of independent directors in 2024, which was deliberated and approved

The "Proposal on Related Party Investment in AMD Semiconductor and Related Party Transactions" was unanimously voted and passed by all independent directors.

The Audit Committee of the Board of Directors of the Company has issued a written audit opinion on this matter: the joint investment of the related party and the Company in AMD will help the holding subsidiary AMD to obtain more business start-up capital, and at the same time more deeply bind the interests of the technical team, management team and AMD, which is conducive to the long-term development of AMD itself. In accordance with the principles of fairness, impartiality and fairness, the investment is determined and paid through negotiation, and the source of funds is the self-owned funds of each party, and the corresponding responsibilities are borne according to the proportion of their respective capital contributions, which will not affect the company's normal production and operation activities, will not have a significant adverse impact on the company's finances and production and operation, and does not harm the interests of the company and all shareholders.

The announcement is hereby made.

Board of Directors of AMEC Semiconductor Equipment (Shanghai) Co., Ltd

December 28, 2024