Zhen Ding-KY Announces Board Approval of Commitments for Subsidiary Liding Semiconductor Technology (Shenzhen) Co., Ltd. for Hong Kong Stock Exchange Listing

1. Board Meeting Date: 115/06/24

2. Name of Subsidiary Listed on Overseas Securities Market: Liding Semiconductor Technology (Shenzhen) Co., Ltd.

3. Relationship with the Company and Shareholding (or Investment) Ratio: Subsidiary in which the Company indirectly holds 60.75% through its subsidiaries

4. Material Commitments Affecting the Company or Subsidiaries’ Financial, Business, or Shareholder Rights, and Explanation of Impact:

The Company’s overseas subsidiary, Liding Semiconductor Technology (Shenzhen) Co., Ltd. (hereinafter referred to as the "Issuer"), intends to apply for listing on the Hong Kong Stock Exchange (hereinafter referred to as "HKEX") (hereinafter referred to as the "Listing Application"). To further protect investors’ rights, as the controlling shareholder of the Issuer, the Company, in accordance with regulations set by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the Securities and Futures Commission of Hong Kong (hereinafter referred to as "SFC"), and HKEX, must provide certain commitments together with the Issuer and related subsidiaries: Monterey Park Finance Limited, Pacific Fair International Limited, Coppertone Enterprises Limited, Mayco Industrial Limited, and Pengding Holding (Shenzhen) Co., Ltd. (hereinafter referred to as "Related Subsidiaries").

For this listing, the Company, the Issuer, and the Related Subsidiaries intend to sign and issue relevant documents to regulatory authorities such as the CSRC and HKEX. Below are the commitments made by the Company, along with explanations of clauses in the commitment letters that may have a material impact on the Company and its subsidiaries’ financial condition, business operations, or shareholder rights:

(i) Restrictions on the Sale of Issuer’s Shares by the Company and Related Subsidiaries:

The Company and the Related Subsidiaries commit that, following the Issuer’s listing, during the period specified under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Listing Rules"), they will not sell or dispose of their shares in the Issuer (including entering into any sale agreement regarding such shares or establishing any option, right, interest, or encumbrance). Overall, this will have minimal impact on the Company and its subsidiaries’ financial condition, business operations, or shareholder rights.

(ii) Notification Obligation Regarding Pledge of Issuer’s Shares by the Company and Related Subsidiaries:

The Company and the Related Subsidiaries commit that, during the restricted period stipulated under the Listing Rules, if they pledge the Issuer’s shares or grant any other security interest, or receive instructions or notices from pledgees or other secured parties regarding the sale, disposal, or enforcement of rights over the pledged or secured shares, they will notify the Issuer as required. Overall, this will have minimal impact on the Company and its subsidiaries’ financial condition, business operations, or shareholder rights.

(iii) Commitment by the Company to Avoid Competitive Business Activities:

Except as permitted under the HKEX Listing Rules, the Company commits not to directly or indirectly engage in, benefit from, or otherwise compete with the Issuer Group’s core business or any business disclosed in the Listing Application prospectus that the Issuer Group intends to enter (hereinafter referred to as the "Issuer Group Business"). This includes refraining from allowing its subsidiaries or closely related parties (as defined under the Listing Rules, excluding members of the Issuer Group and its closely related parties) to operate any business that competes or may compete with the Issuer Group Business, or to damage, impair, or hinder the Issuer Group’s operations. Given the differences in business focus and future development direction between the Company (and its affiliates) and the Issuer, this commitment is expected to have minimal impact on the Company and its affiliates’ financial condition, business operations, or shareholder rights.

(iv) Commitment by the Issuer to Comply with HKEX Listing Rules:

The Issuer commits, pursuant to the listing form (Form M103), to comply with submission, correction, declaration, and announcement requirements under the HKEX Listing Rules, and to abide by all relevant provisions during the period its shares are listed. Overall, this will have minimal impact on the Company and its subsidiaries’ financial condition, business operations, or shareholder rights.

(v) Commitment by the Issuer to Comply with CSRC Overseas Listing Filing Requirements:

The Issuer commits that the information submitted to the CSRC for overseas listing filing is true, accurate, and complete, with no false records, misleading statements, or material omissions. It also commits to comply with relevant PRC laws, regulations, and confidentiality and archival management requirements. Any violation will result in corresponding legal liability. Overall, this will have minimal impact on the Company and its subsidiaries’ financial condition, business operations, or shareholder rights.

(vi) Commitment by the Issuer Not to Issue Shares or Convertible Securities:

The Issuer commits, pursuant to Rule 10.08 of the Listing Rules, that for six months from the first trading day of its shares on HKEX, it will not issue, sell or transfer from treasury, or enter into any agreement regarding the issuance, sale, or transfer of its shares or any securities convertible into its shares. Overall, this will have minimal impact on the Company and its subsidiaries’ financial condition, business operations, or shareholder rights.

5. Full List of Commitments Made by the Company and Subsidiaries for Subsidiary’s Listing:

The commitments to be made by the Company, the Issuer, and the Related Subsidiaries for this listing are as described in point 4 above.

6. Special Committee (or Audit Committee) Review Date: 115/06/24

7. Other Matters to be Disclosed: None