I. Overview of Related Transactions
Zhejiang Jinggong Integrated Technology Co., Ltd. (hereinafter referred to as the "Company") intends to entrust its wholly-owned subsidiary, Jinggong (Wuhan) Composite Materials Co., Ltd. (hereinafter referred to as "Jinggong Wuhan Composite"), to Jinggong Industrial Construction Group Co., Ltd. (hereinafter referred to as "Jinggong Industrial") for engineering construction. A "Steel Structure and Enclosure System Engineering Professional Contract" will be signed, with a total contract price tentatively set at RMB 32.88 million (including tax). Since Jinggong Industrial is controlled by Mr. Fang Chaoyang, the actual controller of the Company, this transaction constitutes a related party transaction as per Article 6.3.3 (4) of the Shenzhen Stock Exchange Listing Rules. The transaction has been reviewed and approved by the Company's independent directors and was submitted for approval at the 15th meeting of the 9th Board of Directors held on January 19, 2026. During the review, 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 against, and 0 abstentions from the 6 non-related directors (including 3 independent directors). The sponsor, Guotai Junan Securities Co., Ltd., issued a non-objection verification opinion on this matter. According to the Shenzhen Stock Exchange Listing Rules and the Company's Articles of Association, the related party transaction can be implemented after being approved by the Board of Directors. 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. Introduction of Related Parties and Relationship
The related party involved in this transaction is Jinggong Industrial Construction Group Co., Ltd. Its basic information is as follows:
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Basic Information
- Company Name: Jinggong Industrial Construction Group Co., Ltd.
- Company Type: Other
- Date of Establishment: June 21, 2004
- Legal Representative: Hong Guosong
- Registered Capital: USD 13.3 million
- Unified Social Credit Code: 91330621763917431D
- Address: Kexi Industrial Park, Kexi Economic Development Zone, Shaoxing, Zhejiang Province
- Business Scope: General projects include manufacturing and sales of metal structures and materials, construction engineering, engineering management services, and various technical services.
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Shareholding Structure As of now, the shareholding structure of Jinggong Industrial is as follows:
| Shareholder Name | Contributed Capital (USD) | Shareholding Ratio |
|---|---|---|
| Changjiang Jinggong Steel Structure (Group) Co., Ltd. | 8,963.43 | 67.39% |
| Hong Kong Jinggong Steel Structure Co., Ltd. | 4,300 | 32.33% |
| Jinggong Tongren No. 3 (Lishui) Equity Investment Partnership (Limited Partnership) | 36.57 | 0.27% |
| Total | 13,300 | 100% |
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Recent Financial Data As of December 31, 2024, Jinggong Industrial had total assets of RMB 1,395.8935 million, net assets of RMB 780.96 million, operating income of RMB 973.3892 million, and net profit of RMB 49.4054 million (the above data for 2024 has been audited). As of June 30, 2025, total assets were RMB 1,150.6025 million, net assets were RMB 803.2103 million; for the first half of 2025, operating income was RMB 578.4329 million, and net profit was RMB 22.2503 million (the above data for 2025 has not been audited).
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Relationship with the Company Jinggong Industrial is controlled by Mr. Fang Chaoyang, the actual controller of the Company, establishing a related party relationship as per Article 6.3.3 (4) of the Shenzhen Stock Exchange Listing Rules.
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Performance Capability Analysis According to inquiries, Jinggong Industrial is not listed as a dishonest executor and is capable of fulfilling contractual obligations.