In order to ensure the enthusiasm of the management team of the acquiree, Shenzhen Keda (688328) will sign a supplementary agreement on the acquisition of 40% of the equity of its holding subsidiary, Shenzhen Keda Semiconductor.

In October 2024, Shenzhen Keda announced that according to the needs of the development strategy, in order to further focus on the semiconductor equipment business and optimize the integration of industrial resources, it intends to acquire 40.00% of the equity held by the minority shareholders of the holding subsidiary Shenzhen Keda Semiconductor for 96 million yuan, and signed the "Equity Transfer Agreement between Shenzhen Shenzhen Keda Intelligent Equipment Co., Ltd. and Shenzhen Shenzhen Keda Semiconductor Technology Co., Ltd. Shareholders on Shenzhen Shenzhen Keda Semiconductor Technology Co., Ltd." (hereinafter referred to as the "Shenzhen Shenkeda Intelligent Equipment Co., Ltd. and Shenzhen Shenkeda Semiconductor Technology Co., Ltd." Shareholders) (hereinafter referred to as the "Shenzhen Shenkeda Semiconductor Technology Co., Ltd.") Original Agreement"). After the completion of this acquisition, the company will hold 100.00% equity of Shenzhen Keda Semiconductor.

In the original agreement, Article 12 of the "Performance Commitment and Excess Reward" stipulates that the performance commitment period of this transaction is 2024, 2025 and 2026, and the non-net profit deduction target during the performance commitment period shall not be less than RMB 13 million, RMB 20 million and RMB 27 million respectively, and the cumulative non-net profit deducted in three years shall not be less than RMB 60 million. The net profit after deducting non-profits realized by the target company during the performance commitment period is determined according to the data of the audit reports issued by the accounting firm for 2024, 2025 and 2026.

In view of the fact that when the parties to the transaction set the performance commitments in the original agreement, the purpose was to evaluate the performance related to the production and operation activities of Shenzhen Keda Semiconductor, and did not include the impact of share-based payment expenses arising from equity incentives on its performance. In order to ensure the enthusiasm of the acquisition for the operation and management of the management team of Shenzhen Keda Semiconductor, the company intends to sign a supplementary agreement with the counterparty of the acquisition to exclude the impact of share-based payment expenses from the calculation method of deducting non-net profit during the performance commitment period in 2024, 2025 and 2026.

The

counterparties involved in the acquisition include four natural persons and one company, namely Lin Guangman (holding 23.00% of the equity of the target company), Chen Linshan (holding 7.00% of the equity of the target company), Liu Xiaoyan (holding 3.00% of the equity of the target company), Li Maogui (holding 2.00% of the equity of the target company), and Shenzhen Hongyi Juneng Semiconductor Management Consulting Partnership (Limited Partnership) (holding 5.00% of the shares of the target company).

On January 24, Shenzhen Keda released a performance forecast, and it is expected that the loss will narrow in 2024. According to the preliminary calculation of the financial department, it is expected that the net profit attributable to the owners of the parent company in 2024 will be -114.75 million yuan to -85.00 million yuan, which will reduce the loss by 930,300 yuan to 30.6803 million yuan compared with the same period last year, and the year-on-year loss will narrow by 0.80% to 26.52%.

The company expects the net profit attributable to the owners of the parent company in 2024 after deducting non-recurring gains and losses of -124.25 million yuan to -94.50 million yuan. Compared with the same period last year, the loss will be reduced by 1.5407 million yuan to 31.2907 million yuan, and the year-on-year loss will narrow by 1.22% to 24.88%.

The company explained that in 2024, the company's flat panel display module equipment business will be affected by factors such as the economic environment, intensified competition in the industry, and the slowdown in the pace of acceptance by downstream customers, and the operating income will decline. Based on the principle of prudence, the company made provisions for credit impairment of accounts receivable and inventory depreciation, resulting in a decrease in the company's net profit. In addition, in 2023, some of the company's subsidiaries will suffer operating losses, and the company's claims on excess loss-making subsidiaries will be provided for impairment losses, which will also lead to a decrease in the company's net profit. Last year, the company also conducted a preliminary assessment test of goodwill and made a partial impairment provision.

Shenzhen Keda said that the company's acquisition of a minority stake in Shenzhen Keda Semiconductor, and the establishment of a performance VAM and service period, is conducive to promoting the company's future semiconductor equipment performance contribution.

According to reports, in 2024, Shenzhen Keda Semiconductor will maintain the forefront of the domestic turret test and sorting all-in-one machine market order rate in the industry, with the cyclical closure of the semiconductor industry, the market demand continues to recover, and the downstream customer demand has increased, and Shenzhen Keda Semiconductor has achieved a substantial increase in net profit.