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Jiangsu Litong Electronics Co., Ltd. Progress announcement on the acquisition of Jinning Microwave

author:Securities Daily

Stock code: 603629 Securities abbreviation: Litong Electronic Announcement number: 2021-038

The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.

Important Content Tips:

● On May 26, 2021, Jiangsu Litong Electronics Co., Ltd. (hereinafter referred to as "the Company" or "Litong Electronics") participated in the auction of 57.53% of the equity of Nanjing Jinning Microwave Co., Ltd. (hereinafter referred to as "Jinning Microwave" or the "Target Company") and won the bid at a price of RMB 54 million, as of the date of this announcement, the equity transfer has been approved by the Bureau of Science, Technology and Industry for National Defense. On September 26, 2021, Litong Electronics signed a property rights transaction contract with Nanjing CLP Panda Information Industry Group Co., Ltd. (hereinafter referred to as "CLP Panda"), and the transaction amount of RMB 54 million has been paid.

● As of the date of this announcement, the Company has paid RMB 39.87 million to all minority shareholders of Jinning Microwave and obtained 42.47% of the equity of Jinning Microwave held by it.

● The transaction did not constitute a related party transaction, nor did it constitute a major asset restructuring, and there were no major legal obstacles to the implementation of the transaction.

● After the completion of the transaction with CLP Panda, the company acquired 100% of the equity of Jinning Microwave.

First, the basic situation of this acquisition

On May 26, 2021, the company held the eleventh meeting of the second board of directors, deliberated and passed the "Proposal on the Company's Proposed Acquisition of 100% equity of Nanjing Jinning Microwave Co., Ltd.", and disclosed the "Announcement of Jiangsu Litong Electronics Co., Ltd. on the Proposed Acquisition of 100% equity of Jinning Microwave" (Announcement No. 2021-026), the company intends to acquire 100% of the equity of Jinning Microwave, of which it intends to obtain 57.53% of the equity of Jinning Microwave through online auction. Acquired 42.47% of the equity of Jinning Microwave through the transfer of equity agreement.

2. Progress of the acquisition

According to the transfer information disclosed by the Beijing Equity Exchange (hereinafter referred to as the "Beijing Equity Exchange") on the 57.53% equity of Jinning Microwave, CLP Panda publicly listed and transferred 57.53% of the equity of the target company, with a listing reserve price of RMB 54 million. After verification with the Beijing Stock Exchange, only Litong Electronics participated in the 57.53% equity auction of Jinning Microwave and won the bid at a price of 54.00 million yuan, CLP Panda reported the basic information of the company to the National Defense Science and Industry Bureau for the record, as of the date of this announcement, the filing of the National Defense Science and Industry Bureau has been approved, and Litong Electronics has signed a property rights transaction contract with CLP Panda on September 26, 2021, and the transaction amount of 54 million yuan has been paid.

The company has previously signed the Equity Transfer Agreement with 28 people, including Wang Meisheng, Xu Youtian, Chen Gang, Hu Jinxia, Qiu Yongxia, Yuan Hengxin, Yu Weilin, Huang Zesheng, Li Feng, Yao Hua, Lü Bin, Cao Jian, Wu Xiaoming, Xu Wenbin, Chen Fangming, Ye Haiyan, Xu Guiyun, Zhao Chengzhi, Jiang Liqun, Qi Xiaoping, Zhao Shihua, Huang Yunxia, Jiang Xiaoyin, Xu Yilong, Xu Ninggao, Sun Min, Zhou Ming, Kong Xichuan, etc., and the company paid cash3. RMB 9.87 million purchased 42.47% of the equity of Jinning Microwave held by the above 28 minority shareholders, and as of the date of this announcement, the above-mentioned 42.47% equity of Jinning Microwave has completed the delivery and change of industrial and commercial registration.

After the completion of the transaction with CLP Panda, the company acquired 100% of the equity of Jinning Microwave.

3. Matters to be completed in this acquisition

The Company and CLP Panda will complete the registration procedures for the change of Jinning Microwave Industry and Commerce as soon as possible in accordance with the provisions of the agreement between the two parties.

The company will follow the requirements of laws, regulations and normative documents such as the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Articles of Association of the Company, and perform the corresponding decision-making and disclosure procedures in a timely manner according to the progress of the transaction. "Shanghai Securities News", "China Securities News", "Securities Times", "Securities Daily" and the website of shanghai stock exchange (www.sse.com.cn) are the information disclosure media designated by the company, and all the information of the company is subject to the announcement published by the company in the above media, please invest rationally and pay attention to investment risks.

This is hereby announced.

Board of Directors of Jiangsu Litong Electronics Co., Ltd

September 28, 2021

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