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<合作框架协议>
The company plans to sign the cooperation framework agreement with the Management Committee of Qingdao West Coast new area to invest in the construction of gallium nitride (GAN) wafer manufacturing project in the new area. Subsequently, the agreement has been terminated because some elements have not been finalized. Among the cooperation framework agreements disclosed in the last three years, except for the termination of the agreement, the rest have been performed or are in normal performance status (see the text of this announcement for details);
4. This Agreement does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. The company will perform the corresponding decision-making procedures and information disclosure obligations according to the progress of relevant matters in accordance with relevant laws and regulations and the articles of Association;
5. The signing of the cooperation framework agreement by the company does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
1、 Basic information of the agreement
(i) Basic information of agreement signing
On January 1, 2022, the company signed the cooperation framework agreement with the Management Committee (hereinafter referred to as the “management committee”) of Hefei high tech Industrial Development Zone (hereinafter referred to as “Hefei high tech Zone”), which was signed by all parties through friendly negotiation based on the principles of equality, voluntariness, mutual benefit, common promotion and common development. This agreement is a cooperation framework agreement and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. The company will perform corresponding decision-making procedures and information disclosure obligations according to the progress of relevant matters in accordance with relevant laws and regulations and the articles of association.
According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines and the articles of association, the company signed the cooperation framework agreement with the Management Committee of Hefei high tech Industrial Development Zone, which does not constitute related party transactions, Nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
（2） Basic information of the other party
Hefei high tech Zone is one of the first national high tech zones established by the State Council in 1991. It is the core area of Hefei comprehensive national science center, the national independent innovation demonstration zone and the first batch of national innovation and entrepreneurship demonstration bases. In the comprehensive ranking of 168 national high-tech zones in China, it has ranked among the top ten in China for seven consecutive years, and has been included in the construction sequence of “world-class high-tech parks” by the Ministry of science and technology. Hefei high tech Zone attaches great importance to the development of integrated circuit industry. It has built a complete industrial chain of design, manufacturing, packaging, equipment and materials. It is a national strategic emerging industrial cluster of integrated circuits and a management unit of Anhui emerging industrial base of integrated circuits.
The company has no relationship with the Management Committee of Hefei high tech Zone.
The company has not had similar transactions with the counterparty in the last three years. Hefei high tech Zone is a national high-tech industrial development zone. Its management committee is a local government organization with good credit status and full performance ability.
2、 Cooperation background
Up to now, the company has completed major strategic transformation, focusing on resources to develop semiconductor business, and the proportion of such business has exceeded 95%.
The company is a global leading and internationally operated foundry manufacturer of high-end integrated circuit wafers. It is also a professional wafer manufacturer with independent intellectual property rights and core semiconductor manufacturing technology in China. The company has a number of pilot platforms and mass production plants outside China. Its business covers all over the world. Its customers include international well-known DNA / RNA sequencer, lithography machine, computer network and system, silicon photon, infrared, wearable equipment, new medical equipment, automotive electronics and other giant manufacturers, as well as leading enterprises in subdivided industries. Its products cover communication, biomedicine Industrial automobile, consumer electronics and many other fields. At the same time, the company is building advanced wafer level packaging and testing capabilities, committed to providing customers with systematic high-end manufacturing services from process development, wafer manufacturing to packaging and testing, and strive to develop into a well-known semiconductor manufacturing leader with international operation. Silex microsystems AB (hereinafter referred to as “Sweden silex”), a wholly-owned subsidiary of the company located in Sweden, was established in 2000, with more than 400 process development accumulation and more than 10 years of mass production experience. It is the world’s leading pure OEM manufacturer of MEMS (micro electro mechanical system), ranking first in the world in the industry rankings in 2019 and 2020, The second to fifth places are Teledyne DALSA, Sony, TSMC and x-fab respectively. In recent years, Sweden silex (Fab1 & fab2) has full orders, prosperous production and sales, and is continuously expanding production capacity; According to the global strategic layout of the company’s production capacity, Sweden silex also signed the equity acquisition agreement with Germany ELMOs semiconductor Se in December 2021 to acquire the assets related to its automobile chip manufacturing line (hereinafter referred to as “Germany FAB5”) located in Dortmund, North Rhine Westphalia, Germany, The deal is currently being approved by the German government.
SELEX microsystems technology (Beijing) Co., Ltd. (hereinafter referred to as “SELEX Beijing”), a holding subsidiary of the company located in Beijing, was established in 2015 and jointly invested by the company and national integrated circuit industry investment fund Co., Ltd. (hereinafter referred to as “national integrated circuit fund”), Responsible for the construction and operation of the “8-inch MEMS international OEM line” (hereinafter referred to as “Beijing fab3”). The purpose of the production line is to digest and absorb the international leading technology by independently establishing a Chinese production line, cultivate a first-class comprehensive MEMS engineering team through comparative R & D and production, and build a global technology-leading MEMS production line and industrialization platform, Further establish industrial technical barriers and enhance the company’s core competitiveness. Up to now, Beijing fab3 has achieved mass production, continued to improve yield and ramp up production capacity, and has cooperated with many MEMS design manufacturers in various fields around the world, especially in China. Its products have been involved in the fields of communication, biomedicine, industrial automobile, consumer electronics and so on; At present, Beijing fab3 is expanding its production in phase II, but according to the latest situation, it is expected that its total capacity of 30000 pieces / month will reach full capacity in 2024 / 2025.
Based on the judgment of the market demand expansion and long-term development trend of MEMS in consumer electronics, Internet of things, automotive electronics and other terminal applications, combined with specific business practices, the company has built and expanded production capacity worldwide in various ways and efforts; At the same time, because the investment of semiconductor manufacturing production line often requires more funds and longer cycle, the company needs to plan and prepare for the future production capacity and production line in advance, and make prediction and response according to the industry technology development trend and future customer demand.
In recent 10 years, the GDP scale of Hefei has increased rapidly. Through new investment promotion modes such as “double recruitment and double introduction” and “capital investment promotion”, emerging industrial clusters such as new display devices, integrated circuits and new energy vehicles have been introduced and cultivated. Hefei high tech Zone has always adhered to the tenet of “developing high technology and realizing industrialization”, explored an endogenous development road of “science technology innovation industry”, and made major breakthroughs in cutting-edge technologies, subversive technologies and industrialization such as new generation artificial intelligence and quantum information. Hefei high tech Zone attaches great importance to the development of integrated circuit industry and has built and continuously enriched the integrated circuit industry chain. Hefei high tech Zone welcomes the local investment and construction of the 12 inch MEMS manufacturing line project and provides all-round support.
3、 Main contents of the agreement
Party A: Management Committee of Hefei high tech Industrial Development Zone
Party B: Sai Microelectronics Inc(300456)
(i) Project content
Party B plans to invest in the construction of a 12 inch MEMS manufacturing line project in Hefei high tech Zone, with a total investment of 5.1 billion yuan. It plans to build a 12 inch MEMS production line with a design capacity of 20000 pieces / month. It is expected that the annual income will be about 3 billion yuan after the completion of the project.
（2） Project investment
The registered capital of Party B’s Hefei project company is planned to be RMB 4 billion. It is planned that Party B will account for about 36% (with a capital contribution of about RMB 1.44 billion), Party A will jointly hold about 24% (with a capital contribution of about RMB 1 billion), the core team of the project will hold about 10% (with a capital contribution of about RMB 400 million), and other social capital will account for about 30% (with a capital contribution of about RMB 1.2 billion). Party A and Party B cooperate with the core team and other social capital to complete the project investment. The investment of each party in Hefei project company can be withdrawn in the future through the acquisition of listed companies. At the same time, the principle of marketization shall be followed. The investment agreement of each party shall be separately negotiated and determined by the relevant parties.
（3） Rights and obligations of both parties
1. Rights and obligations of Party A:
(1) Party A is responsible for actively coordinating the provincial, municipal and district government investment platforms or funds to invest and participate in Party B’s Hefei project company.
(2) Party A shall provide Party B with 100 mu of industrial land for the project within the high tech Zone, and reserve about 100 mu of industrial land for subsequent use of the project.
(3) Party A actively supports Party B to become bigger and stronger, and fully supports Party B’s development in accordance with relevant national policies, laws and regulations. The specific support policies are agreed in the investment agreement.
(4) Party A shall actively cooperate with Party B to carry out project window guidance and coordinate with relevant provincial and municipal departments to actively promote the work.
(5) During the construction of Party B’s project, Party A shall appoint a special person as the project leader to provide Party B with all-round services in project construction application, environmental assessment, energy assessment and safety assessment, and timely coordinate the problems to be solved.
(6) In addition to its own support, Party A actively assists Party B in applying for national and Anhui projects, obtains higher-level support, and helps Party B continuously expand its influence in the national semiconductor market.
2. Rights and obligations of Party B
(1) Party B shall be responsible for Party B’s own contribution to the project company and actively docking with other social capital to complete the contribution. (2) Party B shall be responsible for the planning and construction of the plant according to the relevant construction requirements of Hefei.
(3) Party B shall speed up the preparation of the project feasibility study plan and be responsible for submitting it to the window of the national development and Reform Commission for guidance.
（4） Key time node arrangement
In order to achieve the above cooperation, smoothly promote the project and achieve the expected objectives, both parties have formulated clear time nodes for follow-up work such as investment agreement, project company registration, feasibility study report and window guidance of the national development and Reform Commission.
（5） Effectiveness of the agreement and others
1. This agreement is made in quadruplicate, with each party holding two copies, which shall come into force from the date when each legal representative or authorized person signs and seals it.
2. If the project is not approved by relevant national ministries and commissions, the cooperation framework agreement will automatically become invalid.
4、 Impact on the company
The cooperation framework agreement signed this time involves the construction investment of the 12 inch MEMS manufacturing line project. The specific arrangement is to be determined. It is temporarily impossible to predict the impact of the agreement on the company’s operating performance in 2022 and future years. If this agreement can be successfully implemented and promoted, it will help to promote the further development of the company’s characteristic process wafer foundry business.
The company is making great efforts to transform and develop from “high-quality factory” to “mass production factory”; The company needs to plan in advance and build and expand production capacity worldwide through various ways and efforts; The Swedish Fab1 & fab2 company has mastered a number of process technologies and process modules with international leading competitiveness in the industry, such as silicon via (TSV), wafer bonding, deep reaction ion etching, and has an industry-leading silicon via insulating layer process platform (TSI); Fab3 of the company actively and independently develops silicon via (TSV), wafer bonding, deep reactive ion etching, piezoelectric film deposition, wafer level permanent bonding, high-frequency transmission micro coaxial structure and other related processes and technologies, and continues to accumulate and develop in combination with production practice; German FAB5 (if the subsequent acquisition is successfully completed) has mature mass production capacity of on-board CMOS chips and sensor chips, and is compatible with MEMS and CMOS chip integrated manufacturing process.
The company signed the cooperation framework agreement with the Management Committee of Hefei high tech Zone and plans to invest in the construction of a 12 inch MEMS manufacturing line project in Hefei high tech Zone, aiming to make full use of local advantageous resource elements, especially the advantages of integrated circuit industry chain and downstream application industry, actively grasp the development opportunities of semiconductor industry and promote the further development of the company’s characteristic process wafer foundry business. If the follow-up of this cooperation can be smoothly promoted, it will be conducive to further improve the company’s leading production capacity, improve the company’s professional manufacturing service capacity, meet the application needs of a wide range of downstream markets, and improve the company’s comprehensive competitive strength, which will have a positive impact on the company’s long-term development and comply with the company’s development strategy and the interests of all shareholders.
5、 Major risk tips
1. The cooperation framework agreement signed this time belongs to the cooperation between the two parties for follow-up cooperation
