澜起科技股份有限公司 关于出售资产的公告

Transaction Overview - The company’s wholly-owned subsidiary, Montage Technology Holdings Company Limited, has received an offer from Marvell Technology, Inc. to acquire all shares of XConn Technologies Holdings, Ltd. The agreement has been signed, and the company has agreed to the transaction [1][4] - Prior to the transaction, Montage held a 13.075% equity stake in XConn, which will be eliminated upon completion of the transaction [1][4][14] Internal Approval Process - The transaction has been approved by the company's general manager office and does not require further approval from the board of directors or shareholders [2][7] - The transaction does not constitute a related party transaction or a major asset restructuring as defined by relevant regulations [2][7] Buyer Information - The buyer, Marvell Technology, Inc., is a publicly listed company on NASDAQ and is capable of fulfilling the transaction [9][11] Target Company Information - The transaction involves the sale of all shares of XConn, which is a wholly-owned subsidiary of Montage [12] - As of the announcement date, XConn has clear ownership rights with no encumbrances or legal issues affecting the transfer of ownership [13] Financial Information of Target - As of December 31, 2024, XConn's net assets were approximately $19.70 million, and as of September 30, 2025, the net assets were approximately $10.10 million [16] - The company has opted not to disclose detailed operational data to protect its interests [16] Pricing and Valuation - The total consideration for the transaction is based on a valuation of $540 million, subject to adjustments based on net liabilities and transaction costs at closing [17] - The distribution of the transaction proceeds will prioritize preferred shareholders, ensuring they receive a return equal to their investment before distributing remaining proceeds among all shareholders [17] Impact on the Company - Following the transaction, Montage will no longer hold shares in XConn, but this sale will not affect the company's main business operations [19] - If the transaction is completed in 2026, it is expected to have a positive impact on the company's net profit for that year, with specific amounts to be confirmed by auditors [19]