Announcement on Acquiring Controlling Stake in Associate Zhuhai Dingtai Xinyuan Crystal Co., Ltd. and Related Party Transaction

Securities Code: 002975

Securities Abbreviation: Bojie Shares

Announcement No.: 2026-062

Zhuhai Bojie Electronics Co., Ltd.

Announcement on Acquiring Controlling Stake in Associate Zhuhai Dingtai Xinyuan Crystal Co., Ltd. and Related Party Transaction

The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from any false records, misleading statements, or significant omissions.

Special Notes:

1. To achieve the strategic planning and business development needs of Zhuhai Bojie Electronics Co., Ltd. (hereinafter referred to as the "Company," "this Company," "the Listed Company," or "Bojie Shares"), the Company intends to use its own funds of RMB 18,281.039 million (RMB, the same below) to acquire a controlling stake in its associate, Zhuhai Dingtai Xinyuan Crystal Co., Ltd. (hereinafter referred to as "Dingtai Xinyuan" or the "Target Company") through equity acquisition.

After the transaction, Bojie Shares' equity in Dingtai Xinyuan will increase from 11.049% to 66.922%. In addition, Wang Zhaochun, Fu Lin, Zhao Youwen, Liu Peng, and Duan Manlong have signed an "Concerted Action Agreement" with the Company, and will take concerted action in accordance with the Company's opinions in the future. After this transaction, the Company will collectively control 92.190% of the voting rights of Dingtai Xinyuan, and Dingtai Xinyuan will become a controlling subsidiary of the Company.

1. This transaction is subject to the approval of the Company's shareholders' meeting. Related shareholders will legally recuse themselves from voting, and the successful approval of the transaction is uncertain. Furthermore, during the implementation of the transaction, there may be risks of suspension, termination, or cancellation due to factors such as macroeconomic environment, regulatory policies, or market changes.

2. The Target Company's revenue for 2025 is projected to be RMB 26,539,458.28, with a net profit of -RMB 21,228,106.00. Revenue for January-March 2026 is projected to be RMB 7,677,949.71, with a net profit of -RMB 2,958,950.13. Furthermore, net profits for 2023 and 2024 were -RMB 11,291,610.24 and -RMB 8,675,419.37, respectively. The company has been operating at a loss for the past three years. If capacity expansion falls short of expectations or yield improvement is slow in the future, the Target Company may face the risk of continued losses. It is expected that this acquisition of indium phosphide business and assets will have a small impact on the Company's current profit.

3. After acquiring the controlling stake in the Target Company, the Company plans to introduce external investment to inject RMB 200 million to RMB 220 million into Dingtai Xinyuan for capacity expansion and working capital. However, this may face various risks such as failure to introduce investors as expected, affecting timely capacity expansion, and changes in market demand, which may affect the Company's consolidated net profit.

4. According to the "Equity Acquisition Agreement for Zhuhai Dingtai Xinyuan Crystal Co., Ltd." signed between the Company and the seller, the original shareholders have promised that the net profit after deducting non-recurring gains and losses for Dingtai Xinyuan in 2027, 2028, and 2029 will not be less than RMB 10 million, RMB 15 million, and RMB 20 million, respectively. However, if capacity expansion and yield improvement fall short of expectations, or if market demand changes significantly, the Target Company may fail to achieve the promised performance.

5. Although the appraisal institution has fulfilled its due diligence obligations and the transaction price has been determined through negotiation among all parties, the high appreciation rate (647.08%) is mainly based on the expected market demand and capacity of indium phosphide for the Target Company in the future. If the macroeconomic environment, industry policies, or market environment change significantly in the future, leading to actual profitability falling short of expectations, the Company will face goodwill impairment risk, which will directly reduce current profits and adversely affect operating performance.