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.