Announcement Regarding the Acceptance of a Gratuitous Equity Asset Donation from a Related Party and Related-Party Transactions
I. Overview
(I) Basic Situation of the Transaction
To support the development of New Dazhou Holding Co., Ltd. (hereinafter "the Company"), enhance its sustainable operating capacity, optimize its capital structure, increase net assets, and advance the resolution of debt risks, the Company's largest shareholder, Dalian Hesheng Holding Group Co., Ltd. (hereinafter "Dalian Hesheng"), is providing support. Dalian Hesheng's controlled subsidiary, Shenyang Heyi New Materials Co., Ltd. (hereinafter "Shenyang Heyi"), intends to irrevocably, gratuitously, and unconditionally donate 15% of the equity it holds in Nanjing Lanpucheng New Materials Co., Ltd. (hereinafter "Lanpucheng") to the Company's wholly-owned subsidiary, Shanghai Lanpu New Materials Co., Ltd. (hereinafter "Shanghai Lanpu"). Shanghai Lanpu is not required to pay any consideration for this asset donation and assumes no obligations. Upon completion of this donation, the Company will indirectly hold 15% of the equity in Lanpucheng.
To resolve risks associated with overdue debts, including potential litigation and the passive disposal of pledged assets, Shenyang Heyi pledged 40.20% of its equity in Lanpucheng to the Company earlier this year as a guarantee (details provided in the Company's announcement, reference number: Lin 2026-015). Following the signing of the "Equity Donation Agreement," 15% of the aforementioned pledged equity will be released and transferred to the recipient. This matter constitutes a change to a previously passed shareholders' meeting resolution and will take effect upon approval by the shareholders' meeting.
(II) The Above Matter Constitutes a Related-Party Transaction
- Explanation of Related-Party Relationship
Dalian Hesheng is the Company's largest shareholder, and Shenyang Heyi is a controlled subsidiary of Dalian Hesheng. This meets the criteria for related parties under the "Shenzhen Stock Exchange Listing Rules," and this transaction constitutes a related-party transaction for the Company.
The Company's Chairman, Mr. Han Dongfeng, serves as a director for both Dalian Hesheng and Shenyang Heyi.
- Review Procedures
This related-party transaction was reviewed and approved at the Company's 2026 Fourth Special Meeting of Independent Directors held on August 7, 2026. The three independent directors unanimously agreed to submit the matter to the Board of Directors for review. The transaction was approved at the 2026 Fourth Extraordinary Meeting of the 11th Board of Directors held on August 10, 2026, with related director Mr. Han Dongfeng abstaining from the vote. This transaction is subject to approval by the shareholders' meeting, where related parties with a conflict of interest will abstain from voting. Additionally, other shareholders of Lanpucheng must issue a "Statement of Consent to Donation and Waiver of Right of First Refusal."
The donation does not require the Company's subsidiary, Shanghai Lanpu, to pay any consideration, carries no obligations, does not constitute a major asset restructuring under the "Administrative Measures for Major Asset Restructuring of Listed Companies," does not constitute a backdoor listing, and does not require approval from relevant departments.
II. Basic Information of the Transaction Parties
(I) Basic Information of the Donor