Shantui Construction Machinery Co., Ltd. (hereinafter referred to as "Shantui" or "the Company") and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, without any false records, misleading statements, or significant omissions. The 23rd meeting of the 11th Board of Directors of Shantui approved the proposal on entrusted asset management and related transactions. The relevant matters are announced as follows:
I. Overview of Related Transactions
To accelerate the resolution of the competition issues between the Company and Leiwo Heavy Industry Group Co., Ltd. (hereinafter referred to as "Leiwo Heavy Industry") and Weichai (Qingdao) Intelligent Heavy Industry Co., Ltd. (hereinafter referred to as "Weichai (Qingdao) Intelligent Heavy Industry"), and to fulfill the commitment to avoid competition, the controlling shareholder Shandong Heavy Industry Group Co., Ltd. (hereinafter referred to as "Shandong Heavy Industry Group") has fully integrated resources and leveraged scale effects. It has decided that Weichai Holding Group Co., Ltd. (hereinafter referred to as "Weichai Holding Group") will sign an "Entrusted Management Agreement" with the Company, whereby the Company will manage the 100% equity stake held by Weichai Holding Group in Leiwo Heavy Industry. At the same time, Weichai Leiwo Intelligent Agriculture Technology Co., Ltd. (hereinafter referred to as "Weichai Leiwo Intelligent Agriculture"), Weichai Holding Group, Weichai Power Co., Ltd. (hereinafter referred to as "Weichai Power") will sign an "Entrusted Management Agreement" with the Company, whereby the Company will manage the 100% equity stake held by the aforementioned companies in Weichai (Qingdao) Intelligent Heavy Industry. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," the entrusted management arrangement under this proposal constitutes a related transaction. The 23rd meeting of the 11th Board of Directors approved this proposal, and related directors Zhang Min, Wang Cuiping, and Xiao Qisheng abstained from voting. This related transaction does not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies." According to the Articles of Association and legal regulations, this matter does not require submission to the shareholders' meeting for deliberation.