Verification Opinion on the Entrustment of Engineering Construction and Related Transactions
Guotai Junan Securities Co., Ltd. (hereinafter referred to as "Guotai Junan" or "the Sponsor") is the sponsor and ongoing supervisory institution for the specific stock issuance of Zhejiang Jinggong Integrated Technology Co., Ltd. (hereinafter referred to as "Jinggong Technology" or "the Company") for the year 2023. In accordance with relevant laws, regulations, and normative documents, Guotai Junan has conducted a verification of the entrustment of engineering construction and related transactions by Jinggong Technology's wholly-owned subsidiary, Jinggong (Wuhan) Composite Materials Co., Ltd. (hereinafter referred to as "Jinggong Wuhan Composite"), to Zhejiang Jinggong Construction Engineering Co., Ltd. (hereinafter referred to as "Jinggong Construction"). The verification findings and opinions are as follows:
I. Overview of Related Transactions
Jinggong Wuhan Composite intends to sign a "Construction Engineering Contract" with Jinggong Construction for the investment and construction of the Jinggong Composite Intelligent Manufacturing Base project, with an estimated total contract price of RMB 65 million. Since Jinggong Construction is controlled by Mr. Fang Chaoyang, the actual controller of the Company, there is a related party relationship as per Article 6.3.3 (4) of the Shenzhen Stock Exchange Listing Rules, and the transaction constitutes a related party transaction. This related party transaction was approved by the independent directors in a special meeting and was submitted for approval at the 14th meeting of the 9th Board of Directors held on December 18, 2025. During the review of this related party transaction, related directors Mr. Fang Chaoyang, Mr. Sun Guojun, and Mr. Sun Guanfeng abstained from voting. The proposal was approved with 6 votes in favor, 0 votes against, and 0 abstentions from the 6 non-related directors (including 3 independent directors). According to the Shenzhen Stock Exchange Listing Rules and the Company’s Articles of Association, this related party transaction, after being approved by the Board of Directors, still requires submission to the shareholders' meeting for approval, with related parties abstaining from voting. 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" and does not require approval from relevant authorities.
II. Related Party Introduction and Relationship
(A) Basic Information of Related Party
The related party involved in this transaction is Zhejiang Jinggong Construction Engineering Co., Ltd., with the following basic information:
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Basic Information
- Company Name: Zhejiang Jinggong Construction Engineering Co., Ltd.
- Company Type: Limited Liability Company (wholly owned by a legal entity, not a natural person)
- Establishment Date: November 9, 2021
- Legal Representative: Han Guangming
- Registered Capital: RMB 300 million
- Unified Social Credit Code: 91330602MA7D0CYJ66
- Address: No. 29, Building 10, Jinshan Garden, Qixing Street, Xinchang County, Shaoxing City, Zhejiang Province
- Business Scope: Construction engineering; residential interior decoration; installation, transformation, and repair of special equipment (projects requiring approval may only be conducted after approval by relevant departments, specific business projects are subject to approval results).
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Shareholding Structure
Shareholder Name Contributed Capital (RMB 10,000) Shareholding Ratio Jinggong Industrial Building System Group Co., Ltd. 30,000 100% Total 30,000 100%