Wuhan Jingce Electronic Group Co., Ltd. Board of Directors
Explanation on Compliance with Article 18 and Article 21 of the "Administrative Measures for Continuous Supervision of GEM Listed Companies (Trial)" and Article 8 of the "Shenzhen Stock Exchange Major Asset Reorganization Review Rules for Listed Companies" for the Current Transaction
Wuhan Jingce Electronic Group Co., Ltd. (hereinafter referred to as the "Company") proposes to acquire a 41.17% equity interest in Shanghai Jingce Semiconductor Technology Co., Ltd. (hereinafter referred to as the "Target Company") by issuing shares, convertible corporate bonds, and paying cash, and to raise supporting funds (hereinafter referred to as the "Transaction").
After careful analysis, the Company's Board of Directors believes that the Transaction complies with Article 18 and Article 21 of the "Administrative Measures for Continuous Supervision of GEM Listed Companies (Trial)" (hereinafter referred to as the "Supervision Measures"), and Article 8 of the "Shenzhen Stock Exchange Major Asset Reorganization Review Rules for Listed Companies" (hereinafter referred to as the "Reorganization Rules"). The specific details are as follows:
I. The Transaction Complies with Article 18 of the "Supervision Measures" and Article 8 of the "Reorganization Rules"
Article 18 of the "Supervision Measures" stipulates: "If a listed company carries out a major asset restructuring or issues shares to purchase assets, the industry to which the target assets belong shall comply with the positioning of the GEM, or be in the same industry or upstream or downstream of the listed company."