Jingchen shares: Jingchen shares shareholders inquiry transfer plan
DATE:  Jan 25 2025

Securities code: 688099 Securities abbreviation: Jingchen shares Announcement number: 2025-002

Amlogic Semiconductor (Shanghai) Co., Ltd

Shareholder inquiry transfer plan

Amlogic (HongKong) Limited (hereinafter referred to as the "Transferor") guarantees that the information provided to Amlogic Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as "Amlogic Co., Ltd.") does not contain any false records, misleading statements or material omissions, and assumes legal responsibility for its authenticity, accuracy and completeness in accordance with the law.

The Company and all members of the Board of Directors guarantee that the content of the announcement is consistent with the information provided by the information disclosure obligor.

Important Content Notes:

It is planned to participate in the shareholder inquiry transfer (hereinafter referred to as the "inquiry transfer") shares before the initial offering of Jingchen shares

Amlogic (Hong Kong) Limited in the east;

The shares directly or indirectly held by the actual controller of the company do not participate in the transfer of this inquiry;

The total number of shares to be transferred by the transferor is 16,330,657 shares, accounting for the proportion of the total share capital of Jingchen shares

is 3.90%;

The transfer of this inquiry is not carried out through centralized bidding transactions or block transactions, and is not passed

Reduced holdings in the secondary market. The transferee transfers the transferred shares by inquiry, within 6 months after the transfer

non-transferable;

The transferee of this inquiry transfer is an institutional investment with corresponding pricing power and risk tolerance

Investors.

1. Shareholders to participate in the transfer

(1) The name of the transferor, the number of shares held, and the proportion of shares

The transferor entrusted CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities") to organize the implementation of this event

Request for Quote Transfer. The number of pre-IPO shares held by the transferor as of January 24, 2025, as a percentage of the total share capital

The situation is as follows:

Serial No. Name of Shareholder Number of Shares Held (Shares) Proportion of Shareholding to Total Share Capital

1 Amlogic (Hong Kong) Limited 108,871,744 26.00%

(2) Whether the transferor is the controlling shareholder, actual controller, shareholder holding more than 5% of the shares, directors, supervisors and senior management personnel of Jingchen shares

Amlogic (Hong Kong) Limited, the transferor of this inquiry, holds the shares of Jingchen Shares

The proportion exceeds 5%, and it is the controlling shareholder of Jingchen shares; The shares directly or indirectly held by the actual controller of Jingchen shares do not participate in the transfer of this inquiry, and the person acting in concert indirectly holds 6.05% of the shares of Jingchen shares through Amlogic (HongKong) Limited, and this inquiry transfer intends to transfer 3.90% of the shares of Jingchen shares indirectly held by it; The company's directors, supervisors and senior management directly or indirectly hold the company's shares and do not participate in the transfer of this inquiry.

(3) A statement by the transferor that the ownership of the shares to be transferred is clear and that there are no restrictions or prohibitions on the transfer

The transferor declares that the shares held by the transferor have been released from the restriction on sale, and the ownership is clear. The transferor is not allowed to reduce its shareholding as stipulated in the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies and the Self-Regulatory Guidelines for Listed Companies No. 15 of the Shanghai Stock Exchange - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers. The time for the transferor to initiate, implement and participate in the inquiry transfer does not fall within the window period stipulated in Article 6 of the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 4 - Inquiry Transfer and Placement. The transferor does not have any of the circumstances stipulated in Articles 7 and 8 of the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers. The transferor has not violated the provisions on the reduction of shareholdings or the commitments made by the transferor.

(4) The transferor's commitment to have sufficient pre-IPO shares available for transfer and to strictly fulfill the relevant obligations

The transferor undertakes to have sufficient pre-IPO shares available for transfer and to strictly fulfill the relevant obligations.

Second, the main content of the inquiry transfer plan

(1) The basic situation of the inquiry transfer

The number of shares transferred in this inquiry is 16,330,657 shares, accounting for 3.90% of the total share capital, transferred

The reason is: in order to meet the needs of the company's business development, it is more convenient for the company's global business development.

Serial No. Name of the shareholder to be transferred Number of shares to be transferred Proportion of total share capital Proportion of shares held Reason for transfer

Volume (shares) example Proportion

In order to meet the company's business

1 Amlogic (Hong Kong) 16,330,657 3.90% 15.00% Business development needs, more

Limited plus facilitation company full

Ball business development

(2) The basis for determining the lower limit of the transfer price and the principles and methods for determining the transfer price

The shareholders negotiate with the organization brokerage to determine the lower limit of the price of the inquiry transfer, and the price of the inquiry transfer

The minimum limit is not less than 20 transactions before the date of sending the subscription invitation (i.e. January 24, 2025, inclusive).

70% of the average daily stock trading price.

After the end of the quotation of this inquiry subscription, CITIC Securities will make cumulative statistics on the effective subscription, and determine the transfer price in accordance with the principles of price priority, quantity priority and time priority.

Here's how:

1. If the number of valid subscribed shares transferred by this inquiry exceeds the upper limit of the number of shares transferred in this inquiry, the principles for determining the transfer price, subscription object and the number of allotted shares are as follows (priority according to the order of serial number):

(1) Priority of subscription price: Sort and accumulate according to the declared price from high to low;

(2) Priority of subscription quantity: if the declared price is the same, it will be sorted and accumulated according to the subscription quantity from high to low;

(3) Priority time of receipt of the "Subscription Quotation Form": If the declared price and subscription quantity are the same, the "Subscription Quotation Form" will be sorted and accumulated from first to last serving, and the effective subscription with the early time will be prioritized for allocation.

When the total number of shares validly subscribed is equal to or exceeds 16,330,657 shares for the first time, the lowest subscription price for cumulative valid subscription is the transfer price of this inquiry.

2. If the total number of valid subscribed shares of the inquiry object is less than 16,330,657 shares, the lowest quotation in all valid subscriptions will be determined as the transfer price of this inquiry.

(3) The securities company entrusted to organize the implementation of this inquiry transfer is CITIC Securities

Contact Department: Equity Capital Market Department of CITIC Securities

Project-specific mailbox: project_jcgf2025@citics.com

Contact and consultation telephone: 021-2026 2075

(4) Conditions for investors participating in the transfer

The transferees of this inquiry transfer are institutional investors with corresponding pricing power and risk tolerance, including:

1. Institutional investors or Shanghai Stock Exchange that meet the requirements of the Shanghai Stock Exchange for Offline Investors in the Implementation Rules for the Issuance and Underwriting of Initial Public Offerings of Securities

Other institutional investors (including the products under their management), i.e. professional institutional investors such as securities companies, fund management companies, futures companies, trust companies, insurance companies, finance companies, qualified foreign investors and private equity fund managers;

2. In addition to the professional institutional investors specified in the preceding paragraph, other private fund managers that have completed registration with the Asset Management Association of China (and the products under their management that intend to participate in the transfer of this inquiry have been filed with the Asset Management Association of China).

3. Whether the listed company has operational risks, changes in control and other major matters

(1) Jingchen does not have the operational risks that should be disclosed as stipulated in Section 2 of Chapter 8 of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange;

(2) There is no circumstance that may lead to a change of control of Jingchen shares in this inquiry transfer;

(3) There are no other undisclosed material matters.

Fourth, relevant risk warning

(1) There is a risk that the implementation of the transfer plan will be affected by the sudden situation of the transferor after the disclosure of the "Verification Opinions of CITIC Securities Co., Ltd. on the Relevant Qualifications of Shareholders of Jingchen Semiconductor (Shanghai) Co., Ltd. to Inquire about the Transfer of Shares to Specific Institutional Investors", resulting in the shares being frozen and deducted by the judiciary.

(2) There may be a risk that the implementation of the inquiry transfer plan will be suspended due to major changes in the market environment.

5. Annexes

Please refer to the annex "CITIC Securities Co., Ltd.'s Verification Opinions on the Qualifications of Shareholders of Jingchen Semiconductor (Shanghai) Co., Ltd. to Inquire about the Transfer of Shares from Specific Institutional Investors" disclosed at the same time as this announcement.

The announcement is hereby made.

Board of Directors of Amlogic Semiconductor (Shanghai) Co., Ltd

January 25, 2025

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