Securities Code: 300666
Securities Abbreviation: Jiangfeng Electronics
Announcement No.: 2026-078
Ningbo Jiangfeng Electronics Materials Co., Ltd.
Progress Announcement on Waiving Priority Subscription Rights and Priority Purchase Rights for Equity Transfer of a Subsidiary, Associated Transaction, and Introduction of Strategic Investors Signing Debt-to-Equity Investment Agreement
The Company and the Board of Directors guarantee the content of the information disclosed is true, accurate, and complete, and free from any false representations, misleading statements, or material omissions.
I. Overview of Waiving Rights, Associated Transactions, and Progress
(I) Basic Situation of Waiving Rights and Associated Transactions
- Basic Situation
Ningbo Jiangfeng Electronics Materials Co., Ltd. (hereinafter referred to as the "Company" or "Jiangfeng Electronics")'s holding subsidiary, Jingfeng Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as "Jingfeng Semiconductor" or the "Target Company"), plans to increase its registered capital by RMB 6,300 million, with each RMB 1 of registered capital priced at RMB 1. Among them, Mr. Fei Lei plans to subscribe for RMB 3,728 million of the newly increased registered capital of Jingfeng Semiconductor with cash; Mr. Fu Cheng plans to subscribe for RMB 772 million of the newly increased registered capital of Jingfeng Semiconductor with cash; Beijing Zhuzhu Tongxing No. 1 Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Beijing Zhuzhu Tongxing No. 1"), a related party of the Company, plans to subscribe for RMB 350 million of the newly increased registered capital of Jingfeng Semiconductor with cash; Ningbo Zhuzhu Tongxing No. 2 Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Ningbo Zhuzhu Tongxing No. 2"), a related party of the Company, plans to subscribe for RMB 350 million of the newly increased registered capital of Jingfeng Semiconductor with cash; Ningbo Huajin Bojin Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Ningbo Huajin Bojin") plans to subscribe for RMB 300 million of the newly increased registered capital of Jingfeng Semiconductor with cash; Beijing Jiangfeng Tongchuang Semiconductor Industry Fund Partnership (Limited Partnership) (hereinafter referred to as "Jiangfeng Tongchuang Fund"), a related party of the Company, and Shanghai Xinzhu Qichen Private Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Xinzhu Qichen"), a professional investment institution, plan to exercise their conversion rights according to the "Debt-to-Equity Investment Agreement with Convertible Equity" at a price of RMB 1 per share, converting RMB 800 million into the newly increased registered capital of Jingfeng Semiconductor. Beijing Zhuzhu Tongxing No. 1, Ningbo Zhuzhu Tongxing No. 2, and Ningbo Huajin Bojin are currently undergoing product filing procedures with the Asset Management Association of China. They are all venture capital funds. Upon completion of the aforementioned filing by Beijing Zhuzhu Tongxing No. 1, Ningbo Zhuzhu Tongxing No. 2, and Ningbo Huajin Bojin, and after approval by their respective investment decision committees and consultation committees, the aforementioned capital increase can be completed.
At the same time, Ningbo Jiangfeng Tongchuang Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Jiangfeng Tongchuang"), a current shareholder of Jingfeng Semiconductor, plans to transfer 2.00% of its equity in Jingfeng Semiconductor (corresponding to a registered capital of RMB 386 million, not yet paid in) to Mr. Bian Yijun, the Chairman and General Manager of the Company, at a transfer price of RMB 0.
After careful consideration, the Company has decided to waive the priority subscription rights for the aforementioned capital increase and the priority purchase rights for the equity transfer (hereinafter referred to as the "Transaction"). After the completion of this transaction, the registered capital of Jingfeng Semiconductor will increase from RMB 13,000 million to RMB 19,300 million. The Company's shareholding ratio in Jingfeng Semiconductor will decrease from 42.00% to 28.29%, and Jingfeng Semiconductor will remain the Company's holding subsidiary.