Montage Technology: Montage Technology's Announcement on the Signing of Relevant Purchase Agreements and Related Party Transactions
DATE:  Feb 11 2025

Stock code: 688008 Stock abbreviation: Montage Technology Announcement No.: 2025-002

Montage Technology Co., Ltd

Announcement on the signing of relevant purchase agreements and related party transactions

The Board of Directors and all directors of the Company guarantee that there is no false record or misleading statement in the content of this announcement

or material omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

The company intends to sign relevant procurement agreements with Intel Corporation on the procurement of raw materials, R&D tools and services

agreement, the board of directors authorized the management to sign the above adoption within the limit of not more than RMB106 million

Purchase Agreement.

This related party transaction is a daily related party transaction of the company, which is based on the company's normal business and is based on the market

The price is the basis for pricing, which does not affect the independence of the company and does not harm the interests of the company and shareholders

The Company will not have a significant reliance on related parties as a result of the related party transaction.

The related party transaction has been the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors

The matter does not need to be submitted to the general meeting of shareholders of the company for deliberation. root

The related party transaction was first in the third session of the special meeting of independent directors of the board of directors before the board of directors deliberated on the matter

The meeting deliberated and adopted.

Risk warning: The company's procurement of raw materials is the basis for delivering products to customers and confirming sales revenue

Prerequisites. It takes a certain period of time from the procurement of raw materials to the manufacture of finished products to the delivery to customers.

Jindai? The final sales amount of the CPU business in 2025 is based on a variety of factors, such as customer orders, and raw material supply

Investors are reminded to pay attention to investment risks.

1. Basic information on daily related party transactions

Montage Technology Co., Ltd. (hereinafter referred to as the "Company") intends to enter into a business relationship with Intel

Corporation and its directly or indirectly controlled companies (hereinafter referred to as "Intel Corporation" or "Affiliates") have entered into relevant agreements for the procurement of raw materials, R&D tools and services, and the Board of Directors has agreed to authorize management to enter into relevant purchase agreements up to a limit of RMB 106 million.

Intel Capital Corporation, a wholly owned subsidiary of Intel Corporation, has held in the past 12 months

If the proportion of shares of a company exceeds 5%, according to the provisions of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange,

Intel Capital Corporation and Intel Corporation remain affiliates of the Company; At the same time, the company is based on

The principle of substance over form determines that the companies directly or indirectly controlled by Intel Corporation are currently affiliated with the company.

Therefore, this transaction constitutes a daily related party transaction and does not constitute a material asset restructuring. The amount of this related party transaction does not reach 1% of the company's latest audited total assets or market value, and it will take effect after being deliberated and approved by the company's board of directors and board of supervisors, and does not need to be submitted to the company's general meeting of shareholders for deliberation.

2. Basic information and relationship of related persons

(1) The basic information of the related persons

Company name: Intel Corporation

Chairman: Frank D. Yeary

Residence: Delaware, USA

Founded: 1968

Main business: manufacturing and sales of semiconductor products

Actual controller: Intel Corporation is a U.S. listed company with relatively dispersed shareholdings and no actual controller.

According to Intel Corporation's 2024 Annual Report, as of December 28, 2024, the company's total

assets of $196.485 billion and equity attributable to shareholders of the parent company of $99.270 billion; Opens in 2024

Revenue was $53.101 billion and net profit was -$18.756 billion.

(2) Affiliation with listed companies

As of June 13, 2024, IntelCapital Corporation, a wholly-owned subsidiary of IntelCorporation

Holding more than 5% of the company's shares; As of June 14, 2024, IntelCapitalCorporation holds the company

The stake fell below 5%. According to the relevant provisions of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, since

Between June 14, 2024 and June 13, 2025, Intel Capital Corporation and Intel

The corporation remains an affiliate of the company; At the same time, in accordance with the principle of substance over form, the Company determined that all companies directly or indirectly controlled by Intel Corporation during the above period were related persons of the Company.

(3) Analysis of performance capacity

Intel Corporation is a world-renowned semiconductor company with good performance capabilities. The Company will sign contracts or agreements with relevant parties for the above transactions and strictly implement them in accordance with the agreement, and the performance of both parties shall be legally guaranteed.

3. Pricing of related party transactions

The related party transaction is mainly the company's procurement of raw materials, R&D tools and services from Intel Corporation. The transaction price follows the principle of fair pricing, and is determined through negotiation according to the specifications and models of specific products and market prices.

4. The main content of the related party transaction agreement

After the related party transaction is deliberated and approved by the special meeting of independent directors, the board of directors and the board of supervisors, the company and its subsidiaries will sign specific transaction contracts or agreements with related parties according to the business development.

5. The purpose of the related party transaction and its impact on the listed company

(1) The necessity of related party transactions

Jindai? The CPU project is developed by the company in cooperation with Intel, and the company purchases products from Intel, which meets the objective needs of the company's business development.

(2) The fairness and reasonableness of the pricing of related party transactions

The related-party transactions between the Company and Intel Corporation follow the principles of consensus and fair trade, and the transaction price is determined according to the specifications and models of specific products and market prices. Such related party transactions belong to the normal business of the Company, which is conducive to the development of the Company's business and does not affect the independence of the Company, and there is no act that harms the interests of the Company and all shareholders, especially small and medium-sized shareholders.

(3) Continuity of related party transactions

The company maintains a relatively stable cooperative relationship with Intel Corporation. As long as the CPU business grows steadily, the related transactions with Intel Corporation will continue. If Intel ceases to be a related party of the Company in the future, the transaction between the Company and Intel Corporation will no longer constitute a related party transaction.

(4) The impact of related party transactions on listed companies

This related party transaction is a daily related party transaction of the company, which is based on the company's normal business operation and market price, which does not affect the independence of the company, does not harm the interests of the company and shareholders, and the company will not have a significant dependence on related parties due to the related party transaction.

(5) Risk warning

The company's procurement of raw materials is the basis and prerequisite for the delivery of products to customers and the recognition of sales revenue. It takes a certain period of time from the procurement of raw materials to the manufacture of finished products to the delivery to customers. Jindai? The final sales amount of the CPU business in 2025 is related to various factors such as customer orders and raw material supply, reminding investors to pay attention to investment risks.

6. Deliberation procedures for the related party transaction

(1) Deliberations at the special meeting of independent directors

On February 8, 2025, the company held the first meeting of the third special meeting of independent directors of the board of directors to review

"Proposal on the Company's Daily Related Party Transactions". The independent directors believe that the daily related party transactions between the company and related parties followed the principle of fair and voluntary transactions, and there was no violation of laws, regulations, the Articles of Association and relevant systems. The pricing of day-to-day related party transactions is fair, and there is no harm to the interests of the company and other shareholders, especially small and medium-sized shareholders and non-affiliated shareholders; Such day-to-day related party transactions will not affect the independence of the Company, and the Company's main business will not form a significant dependence on related parties as a result of such transactions; Such day-to-day related party transactions belong to the Company's day-to-day business and are in line with the Company's operational development needs and the interests of the Company and all shareholders. All independent directors unanimously agreed to the proposal and agreed to submit the proposal to the fifth meeting of the third board of directors of the company for deliberation.

(2) Deliberations of the board of directors and the board of supervisors

The company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors on February 8, 2025

At the meeting, the "Proposal on the Company's Daily Related Party Transactions" was deliberated and passed, and it was agreed to authorize the management to sign relevant procurement agreements with Intel within the scope of no more than 106 million yuan. The supervisors present at the meeting unanimously agreed to the proposal.

The announcement is hereby made.

Montage Technology Co., Ltd

Board of Directors

February 11, 2025

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