Dashengda (603687.SH): Proposes to Invest 550 Million Yuan in Xintong Semiconductor to Acquire 22.9831% Equity Stake

Gelonghui, March 18 — Daxinda (603687.SH) announced that Xintong Semiconductor was established in 2019. It is a pioneering domestic enterprise focused on the design, research, development, and sales of general high-performance graphics processing unit (GPU) chips. Relying on an advanced architecture of modern graphics processors that deeply integrates graphics rendering, general-purpose computing, and artificial intelligence computing capabilities, the company provides general high-performance, sustainably iterative domestic GPU solutions for cloud and end-user customers to meet multi-scenario computing power needs from desktop applications to data centers.

Based on the company’s long-term development strategy, actively responding to national strategies, and seizing new productive forces development opportunities, the company plans to invest a total of RMB 550 million through equity transfer and capital increase to acquire a 22.9831% stake in Xintong Semiconductor after the transaction. Of this, RMB 27.86 million will be used to acquire a 2.7074% stake from Dingzheng Private Equity Fund before the capital increase, RMB 22.14 million to acquire a 1.5961% stake from Qiming Equity Investment before the capital increase, and RMB 500 million to increase capital in Xintong Semiconductor. The capital increase will be completed in two phases: the first phase involves an RMB 250 million increase under the conditions specified in the capital increase agreement; the second phase, contingent on meeting the first phase conditions and successful tape-out of the company’s third-generation GPU, will involve another RMB 250 million. Additionally, the company’s controlling shareholder, Xinshengda, plans to invest RMB 50 million in Xintong Semiconductor at the same terms and conditions as the company, acquiring a 1.9608% stake after the transaction. Xinshengda is an affiliated party of the company, so this transaction constitutes a related-party transaction.

This transaction does not involve acquiring control of the target company. It is a prudent strategic decision made by the company mainly to establish strategic cooperation with the target, share growth benefits at a lower cost, and avoid the large investments and cross-industry operational risks associated with seeking control. To protect the interests of the listed company, the transaction agreement grants the company a seat on the board of directors, veto rights on major matters, and includes performance commitments, share repurchase, anti-dilution clauses, and other protective measures to ensure investment safety and the realization of synergistic effects.