Zhongcheng Import and Export Co., Ltd. (hereinafter referred to as "the Company" or "Zhongcheng") and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, without false records, misleading statements, or significant omissions.
I. Overview of Related Transactions
(1) Basic Information on Related Transactions
On November 14, 2025, Zhongcheng Import and Export Co., Ltd., China Mechanical Import and Export Corporation (hereinafter referred to as "China Mechanical"), and INTEC Energy Solutions Pty Ltd (hereinafter referred to as "INTEC") formed a consortium and signed an EPC contract for the Glorit 170MW photovoltaic power station in New Zealand with the owner Glorit Solar PLP (hereinafter referred to as "the Project Contract"). The contract is settled in multiple currencies, with amounts of USD 32.593 million, EUR 14.949 million, and NZD 176.762 million, approximately RMB 1.054 billion. China Mechanical will issue advance payment guarantees, performance guarantees, and warranty guarantees on behalf of the consortium to the owner. The Company intends to provide an irrevocable joint liability counter-guarantee to China Mechanical in the event that the guarantees are called due to the Company's reasons, based on its share in the consortium, collection status, and scope of responsibility.
(2) Related Party Relationships
Zhongcheng and China Mechanical are both controlled by China General Technology (Group) Holding Co., Ltd. According to the Shenzhen Stock Exchange Listing Rules, this transaction constitutes a related party transaction. This related party transaction does not constitute a major asset reorganization as defined by the Measures for the Administration of Major Asset Restructuring of Listed Companies, nor does it constitute a restructuring listing.
(3) Review Situation
This matter has been reviewed and approved by the special meeting of independent directors and the audit committee of the Board of Directors, and agreed to be submitted to the Board of Directors for review. It was approved at the first meeting of the 10th Board of Directors (related directors Mr. Zhu Zhenmin, Mr. Wang Xiao, Mr. Zhang Hui, Mr. Zhao Yu, Mr. Wang Jingtao, and Ms. Ruan Lijuan abstained from voting). This proposal still needs to be submitted to the shareholders' meeting for review, at which time related parties with interests will waive their voting rights on this proposal.