Securities code: 688012 Securities abbreviation: China Micro Corporation Announcement No.: 2025-005

China Micro Semiconductor Equipment (Shanghai) Co., Ltd

Regarding the establishment of a private equity fund manager through joint investment with related parties

Announcement of 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:

In order to further strengthen the upstream and downstream cooperation of the industrial chain, the company's wholly-owned subsidiary, China Micro Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as "China Micro Semiconductor (Shanghai") plans to jointly invest in the establishment of Shanghai Zhiwei Private Equity Fund Management Co., Ltd. (hereinafter referred to as "Zhiwei Company") with Liu Xiaoyu and Jiaxing Furenheng Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Furenheng").

The registered capital of JMicron is 10 million yuan, of which Liu Xiaoyu subscribes and contributes 4.5 million yuan, holding 45% of the shares;

AMEC Shanghai subscribed and contributed 4.5 million yuan, holding 45% of the shares; Fu Renheng subscribed and contributed 1 million yuan, holding 10% of the shares.

All of the aforesaid contributions are made in the form of money.

This outbound investment is a joint investment with related parties, which 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 independent directors in 2025 and approved by the company

It was deliberated and approved at the first meeting of the third board of directors. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.

Relevant Risk Warning:

1. Zhiwei Company is currently in the preparatory stage and still needs to be reviewed by relevant government departments such as the Market Supervision and Administration Bureau

There is uncertainty about whether the nuclear approval can be successfully established. According to the China Securities Regulatory Commission and China Securities Investment

The relevant regulations of the Asset Management Association require that after completing the registration procedures of the Market Supervision and Administration Bureau,

It is also necessary to submit an application for registration and filing of a private fund manager to the Asset Management Association of China

There is uncertainty about the status and progress of the application.

2. After the establishment of Zhiwei Company, it has been invested and operated because the investment fund has the characteristics of a long investment cycle

In the process, it is subject to policies, macroeconomics, industry cycles, investment target management and fund management

Affected by a combination of factors, there may be a risk that the investment will not meet expectations.

1. Overview of foreign investment and related party transactions

In order to further strengthen the upstream and downstream cooperation of the industrial chain, the company's wholly-owned subsidiary, AMEC Shanghai, plans to jointly invest in the establishment of Zhiwei Company with Liu Xiaoyu and Fu Renheng, and Zhiwei Company will engage in private equity fund management business and apply to the Asset Management Association of China for manager registration after its establishment.

The registered capital of Zhiwei Company is 10 million yuan, of which Liu Xiaoyu subscribes and contributes 4.5 million yuan, holding 45% of the shares;

AMEC Shanghai subscribed and contributed 4.5 million yuan, holding 45% of the shares; Fu Renheng subscribed and contributed 1 million yuan, holding 10% of the shares.

Liu Xiaoyu is the deputy general manager and secretary of the second board of directors of the company, and Fu Renheng is a limited partnership with Liu Xiaoyu as the general partner.

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.

2. Basic information of related persons

(1) Explanation of the affiliation

Liu Xiaoyu is the deputy general manager and secretary of the second board of directors of the company, and Fu Renheng is a limited partnership with Liu Xiaoyu as the general partner.

(2) Basic information on related persons

1, Liu Xiaoyu

Mr. Liu Xiaoyu holds a bachelor's degree from Zhejiang University and a master's degree in business administration from Fudan University-BI Norwegian Business School. From 2001 to 2005, he served as an analyst in the strategic marketing department of SMIC Manufacturing (Shanghai) Co., Ltd.; He joined AMEC in 2005 and has served as Marketing Manager, Senior Marketing Manager, Marketing Director, and Public Relations

Senior Director of the Department, Executive Director of the Board Office, Secretary of the Board of Directors and Deputy General Manager.

2. Fu Renheng

Name: Jiaxing Furenheng Enterprise Management Partnership (Limited Partnership)

Managing Partner: Liu Xiaoyu

Founded: November 7, 2024

Registered capital: 1 million yuan

Social unified credit code: 91330402MAE4XC6W9U

Registered address: 210, Building 1, Fund Town, No. 1856, Nanjiang Road, Dongzha Street, Nanhu District, Jiaxing City, Zhejiang Province

Room-19 (self-declaration)

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 Liu Xiaoyu holds 10% of the property shares, and limited partner Xu Jing holds 90% of the property shares.

In addition to the above-mentioned related relationships, there are no other relationships between Mr. Liu Xiaoyu, Fu Renheng and the Company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

3. Basic information on the subject matter of related party transactions

(1) The basic information of the target enterprise to be established

Company Name: Shanghai Zhiwei Private Equity Fund Management Co., Ltd. (tentative name, subject to the record of the market supervision and management department)

Legal representative: Liu Xiaoyu

Registered capital: RMB 10 million

Registered address: Building 6, No. 68, Huatuo Road, China (Shanghai) Pilot Free Trade Zone

Business scope: private equity investment fund management, venture capital fund management services (business activities can only be engaged after completing registration and filing with the Asset Management Association of China)

(2) The shareholders and shareholding structure of the target enterprise to be established

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

Liu Xiaoyu 450 45%

China Micro Semiconductor (Shanghai) Co., Ltd. 450 45%

Jiaxing Furenheng Enterprise Management Partnership (Limited 100 10%

Gang)

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

(1) The necessity of related party transactions

1. Mr. Liu Xiaoyu has worked in SMIC and AMEC for more than 20 years, accumulating rich work experience in these two leading semiconductor companies, and has established extensive contacts in the semiconductor industry, and has a deep understanding of the semiconductor industry and capital markets. During his tenure at AMEC, he was responsible for the investment business of AMEC, and participated in more than 30 projects, involving an investment amount of more than 2 billion yuan, including Tuojing Technology (688072), SMIC (688981), Tianyue Advanced (688234), Huahong Company (688347), Delong Laser (688170), Jingsheng Co., Ltd. (688478), Kema Technology (301611), Pioneer Precision Technology (688605), etc., with outstanding performance. The cooperation with Mr. Liu Xiaoyu as a private equity fund manager can give full play to the company's capital and industry advantages, and further strengthen the upstream and downstream cooperation of the company's industrial chain.

2. Furenheng is a partnership jointly established by Liu Xiaoyu and Xu Jing. Among them, Liu Xiaoyu serves as the general partner and executive partner, and he intends to serve as the legal representative and general manager of the private equity fund manager to be established; Xu Jing is a limited partner who intends to serve as the head of investment in the proposed private equity fund manager.

Jing Xu holds a master's degree in international trade from Zhejiang University, and has served as the investment manager of Hangzhou Kaitai Capital Management Co., Ltd., the investment director of Shenzhen Houde Qianhai Fund Management Co., Ltd., and the vice president of investment of Shenzhen Guozhong Venture Capital Management Co., Ltd., and joined AMEC in 2020 and is currently the investment director of AMEC. During his past tenure, he has participated in more than 50 investment projects, involving an investment amount of more than 4 billion yuan, and has rich investment experience in the semiconductor industry, communication technology, TMT, Internet+ and other fields.

3. The company and Liu Xiaoyu and Xu Jing, who have rich investment experience in the semiconductor field, jointly invested in the establishment of a private equity fund manager, which can provide value research and judgment for future investment projects and help enhance the market competitiveness of invested companies. Liu Xiaoyu and Xu Jing will continue to motivate relevant personnel, enhance their sense of belonging to JMicron, stimulate the innovation and team spirit of employees, and promote the stable development of JMicron.

4. According to the relevant provisions of the Measures for the Registration and Filing of Private Investment Funds, the legal representative, the executive partner or their designated representatives, and the senior management personnel responsible for investment management shall directly or indirectly hold a certain proportion of the equity or property shares of the private fund manager. According to the above provisions, combined with relevant guidance and past cases, it was finally determined that the company intends to jointly invest in the establishment of a private equity fund manager with Mr. Liu Xiaoyu and Fu Renheng.

To sum up, it is necessary for the company to jointly invest in the establishment of a private equity fund manager with Mr. Liu Xiaoyu and Fu Renheng.

(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 Zhiwei Company at the price of 1 yuan/1 yuan per registered capital, and assumed corresponding responsibilities in accordance with their respective capital contribution ratios, 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

Name of shareholder Subscribed capital contribution Capital contribution method Shareholding ratio Paid-in period

(10,000 yuan)

Liu Xiaoyu 450 currency 45% before March 31, 2025

AMEC Shanghai 450 Currency 45% by March 31, 2025

Fu Ren Heng 100 currency 10% by March 31, 2025

(2) Shareholders' meeting

The shareholders' meeting of JMicron is composed of all shareholders.

(3) Executive Director

JMicron has an executive director, nominated by Liu Xiaoyu and elected by the shareholders' meeting. The term of office of the Executive Director is three (3) years, upon expiration of which the term of office may be re-elected. The executive directors are accountable to the shareholders' meeting.

(4) Supervisors

JMicron does not have a board of supervisors, but one (1) supervisor, who is nominated by Fu Renheng and elected by the shareholders' meeting. The term of office of the Supervisors shall be three (3) years, and upon the expiration of the term of office, the term of office may be re-elected.

(5) Profit distribution

The after-tax profit after making up for the loss and withdrawing the provident fund shall determine the distribution method of each shareholder according to the resolution of the shareholders' meeting. If the shareholders' meeting makes a resolution on the distribution of profits, the executive directors shall make the distribution within six (6) months from the date of the resolution of the shareholders' meeting.

(6) Liability for breach of contract

If a shareholder violates the investment agreement, he or she shall be liable for breach of contract in accordance with the law. In the event of a dispute between the parties arising out of the investment 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 where JMicron is located.

(7) Entry into force

The investment agreement shall come into force on the date of signature of the parties.

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

The joint investment of the company and related parties to establish a company engaged in private equity fund management business will help the company cooperate with other social capital and further expand the company's investment capabilities in the upstream and downstream of the industrial chain.

The investment is determined and paid through negotiation in accordance with the principles of fairness, impartiality and fairness, and the source of funds is the company's own funds, 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.

7. Risk Warning

1. JMicron is currently in the preparatory stage, and it still needs to be reviewed and approved by relevant government departments such as the Market Supervision and Administration Bureau, and there is uncertainty about whether it can be successfully established. According to the relevant regulations of the China Securities Regulatory Commission and the Asset Management Association of China, after completing the registration procedures with the Market Supervision and Administration Bureau, Zhiwei must also submit an application for registration and filing of private fund managers to the Asset Management Association of China, and the specific application status and progress are still uncertain.

2. After the establishment of Zhiwei Company, due to the characteristics of the investment fund with a long investment cycle, it may be affected by comprehensive factors such as policy, macroeconomy, industry cycle, investment target management and fund management in the process of investment and operation, and there may be a risk that the investment will not meet expectations.

VIII. Deliberation Procedures for Related Party Transactions

On January 14, 2025, the company held the first meeting of the third board of directors to deliberate and approve the "About and

The proposal for the joint investment of related parties in the establishment of a private equity fund manager and related party transaction was unanimously voted and passed by all directors. 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 January 14, 2025, the company held the first special meeting of independent directors in 2025, which was deliberated and approved

The "Proposal on the Joint Investment and Establishment of Private Equity Fund Managers and Related Party Transactions with Related Parties" 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 company and related parties

The joint investment in the establishment of a company engaged in private equity fund management business will help the company cooperate with other social capital and further expand the company's investment capabilities in the upstream and downstream of the industrial chain. The investment is determined and paid through negotiation in accordance with the principles of fairness, impartiality and fairness, and the source of funds is the company's own funds, 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

January 15, 2025