Resolutions of the 2025 Fourth Extraordinary General Meeting of Jiangsu Zhanxin Semiconductor Technology Co., Ltd.
The 2025 Fourth Extraordinary General Meeting of Jiangsu Zhanxin Semiconductor Technology Co., Ltd. (hereinafter referred to as the "Company") was held on November 8, 2025, at the Company's meeting room, combining in-person and remote communication methods. All shareholders unanimously approved the notice and convening procedures of the meeting. A total of 44 shareholders and shareholder representatives attended the meeting, representing 37,006.993 million shares, or 100% of the total share capital. The extraordinary general meeting was convened in accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Articles of Association of Jiangsu Zhanxin Semiconductor Technology Co., Ltd.," and other relevant laws and regulations. The meeting's convening procedures and content were legal and valid. All proposals were deliberated and unanimously approved with the following resolutions:
I. Deliberation and Approval of the "Proposal on the Company's Initial Public Offering of Shares and Listing Plan on the ChiNext Board"
(I) Qualifications and Conditions for the Offering and Listing
The offering and listing meet the requirements and conditions of relevant laws, regulations, and normative documents.
Voting results: 37,006.993 million shares in favor, 0 shares against, 0 shares abstained, representing 100% of the voting shares.
(II) Type, Par Value, Listing Location, and Board of Directors for the Offering
The shares to be offered are RMB ordinary shares (A shares) with a par value of RMB 1.00 per share. The listing location will be the ChiNext board of the Shenzhen Stock Exchange.
(III) Number of Shares to be Offered
The offering will be conducted through the issuance of new shares to the public; existing shareholders will not offer their shares to the public. Based on the Company's current total share capital of 37,006.993 million shares, the proposed public offering will not exceed 41.12 million shares (excluding shares issued under the over-allotment option). The number of shares publicly offered will account for no less than 10% (inclusive) of the Company's total share capital after the offering. If the Company's share capital changes before the offering due to share dividends, capital reserve capitalization, or other events, the number of shares to be offered will be adjusted accordingly. The final number of shares issued will be subject to the review by the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission (CSRC).
(IV) Offering Targets
The targets for this offering are inquiry objects that meet the conditions stipulated by national laws, regulations, and regulatory authorities, qualified investors who have opened securities accounts on the Shenzhen Stock Exchange, and other investors meeting the CSRC's regulations (excluding those prohibited from trading by national laws and regulations, and subject to other applicable laws, regulations, normative documents, and regulatory requirements).
(V) Offering Method
The offering will be conducted through a combination of offline private placement to qualified investors and online fixed-price offering to public investors holding Shenzhen market non-tradable A shares or non-tradable depositary receipts, or other offering methods approved by the Shenzhen Stock Exchange and the CSRC.