Guotai Junan Securities Co., Ltd.
Review Opinion on the Engineering Construction and Related Party Transaction of Jinggong Technology Co., Ltd.'s Wholly-Owned Subsidiary Commissioning Jinggong Industrial Building Systems Group Co., Ltd.
Guotai Junan Securities Co., Ltd. ("Guotai Junan" or "Sponsor") as the sponsor and continuous supervision institution for Jinggong Technology Co., Ltd. ("Jinggong Technology" or "Company")'s 2023 private placement of shares, in accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," the "Shenzhen Stock Exchange Stock Listing Rules," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guide No. 1 - Standardized Operation of Main Board Listed Companies," and other relevant laws, regulations, and normative documents, has investigated the matter of engineering construction and related party transaction where Jinggong Technology's wholly-owned subsidiary, Jinggong (Wuhan) Composite Materials Co., Ltd. ("Jinggong Wuhan Composite"), commissions Jinggong Industrial Building Systems Group Co., Ltd. ("Jinggong Industrial") to undertake engineering construction. The investigation findings and opinions are as follows:
I. Overview of Related Party Transaction
To accelerate the construction of the Jinggong Composite intelligent manufacturing base project, Jinggong Technology's wholly-owned subsidiary, Jinggong Wuhan Composite, intends to commission Jinggong Industrial for engineering construction and sign a "Steel Structure and Enclosure System Engineering Professional Contracting Contract" with it. The total contract price is tentatively set at RMB 32.88 million (including tax). As Jinggong Industrial is a company controlled by Mr. Fang Chaoyang, the actual controller of the Company, according to Article 6.3.3, Paragraph (4) of the "Shenzhen Stock Exchange Stock Listing Rules," Jinggong Industrial has a related party relationship with the Company, and the aforementioned transaction constitutes a related party transaction.
After the aforementioned related party transaction was preliminarily reviewed and approved by the Company's independent directors' special committee meeting, it was submitted to the fifteenth meeting of the ninth Board of Directors held on January 19, 2026, for deliberation and approval. During the deliberation of the aforementioned related party transaction, related directors Mr. Fang Chaoyang, Mr. Sun Guojun, and Mr. Sun Guofu abstained from voting as required. Six non-related directors (including three independent directors) approved the aforementioned proposal with 6 votes in favor, 0 votes against, and 0 abstentions.
According to the "Shenzhen Stock Exchange Stock Listing Rules," the "Company Articles of Association," and other relevant regulations, the aforementioned related party transaction can be implemented after being deliberated and approved by the Company's Board of Directors. This related party transaction does not constitute a major asset restructuring as defined by the "Administrative Measures for Asset Restructuring of Listed Companies" and does not require approval from relevant authorities.
II. Introduction of Related Party and Related Party Relationship
(I) Basic Information of Related Party
The related party involved in this related party transaction is Jinggong Industrial Building Systems Group Co., Ltd., whose basic information is as follows:
- Basic Information Company Name: Jinggong Industrial Building Systems Group Co., Ltd. Enterprise Type: Other Date of Establishment: June 21, 2004 Legal Representative: Hong Guosong Registered Capital: USD 133 million Unified Social Credit Code: 91330621763917431D Address: Juehu Road, Kexi Industrial Park, Keqiao Economic Development Zone, Shaoxing, Zhejiang Province