Wuhan Jingce Electronic Group Co., Ltd. Board of Directors
Explanation on the Company's Transaction Compliance with Articles 11, 43, and 44 of the Measures for the Administration of Major Asset Reorganizations of Listed Companies
Wuhan Jingce Electronic Group Co., Ltd. (hereinafter referred to as the "Company") intends to acquire 41.17% equity of 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"). The Transaction may constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Reorganizations of Listed Companies" (hereinafter referred to as the "Reorganization Measures"), and also constitutes a related party transaction. The Transaction will not result in a change of the Company's actual controller.
The Company's Board of Directors has conducted a prudent review and verification of whether the Transaction complies with Articles 11, 43, and 44 of the Reorganization Measures. The Board of Directors is of the opinion that:
I. The Transaction Complies with the Relevant Provisions of Article 11 of the Reorganization Measures