Stock Code: 002058 Stock Abbreviation: *ST Weiertai Announcement No.: 2025-053 Shanghai Weiertai Industrial Automation Co., Ltd. Announcement on the Completion of Transfer of Underlying Assets for Major Asset Purchase and Connected Transaction The Company and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, without false records, misleading statements, or major omissions. Special Reminder: Shanghai Weiertai Industrial Automation Co., Ltd. (hereinafter referred to as the "Company") has paid cash to purchase 30,285,330 shares of Shanghai Zijiang New Materials Technology Co., Ltd. (hereinafter referred to as "Zijiang New Materials" or the "Target Company") from Zijiang Enterprise, Changjiang Chen Dao, Ningde New Energy, Huiyou Chuangjia, Jiao Cheng Shang Qi, Jun Min Rong He, and individuals He Aizhong, Wang Hong, Guo Feng, Qin Zheng Yu, Gao Jun, Shen Jun Yu, Ni Ye, Ying Zicheng, Wu Yonghui, Shao Bing Zhen, Liu Ning, Qiu Cui Jiao, Gong Ping, Chen Tao, He Zhizhong, Hu Guiwen, Gu Ying, Chen Wei, Zhang Wei, Gao Xian, and Xie Feng Feng (collectively referred to as "Sellers"). This represents 51.00% of the total share capital of Zijiang New Materials. Upon completion of this transaction, Weiertai will hold 51.00% of Zijiang New Materials, consolidating Zijiang New Materials into the Company's consolidated financial statements. As of the disclosure date of this announcement, the transfer procedures for the underlying assets involved in this transaction have been completed. The relevant situation is hereby announced as follows: I. Implementation of This Transaction (I) Delivery and Transfer of Underlying Assets On September 23, 2025, the National Equities Exchange and Quotations (NEEQ) issued a "Confirmation Letter on the Application for Transfer of Equity in Zijiang New Materials by Agreement" to confirm the application for the transfer of 51.00% equity in Zijiang New Materials by agreement between the Company and the counterparties. On September 30, 2025, the Beijing Branch of China Securities Depository and Clearing Corporation Limited issued a "Securities Transfer Registration Confirmation Letter," confirming that the 51.00% equity of Zijiang New Materials in this transaction was transferred and registered in the name of the Company on September 29, 2025. Accordingly, the underlying assets of this transaction have been effectively delivered. (II) Payment of Transaction Consideration According to the "Equity Transfer Agreement," the transaction consideration for this transaction will be paid in cash. The Company shall pay 51% of the transaction price within 30 days from the effective date of the "Equity Transfer Agreement," but no earlier than the delivery date of the underlying assets (whichever is later). The remaining 49% of the transaction price shall be paid within 90 days from the delivery date of the underlying assets. As of the disclosure date of this announcement, the Company has paid a total of 51% of the transaction amount to the counterparties, totaling 27,838.72 million yuan. The Company still needs to pay the second installment of the transaction price according to the provisions of the "Equity Transfer Agreement." Accordingly, as of the disclosure date of this announcement, the first installment of the transaction price for this transaction has been paid by the Company before the expiration of the payment period stipulated in the transaction agreement. The second installment of the transaction price is yet to be paid by the Company within 90 days from the delivery date of the underlying assets as per the agreement. (III) Handling of Creditors' Rights and Debts of This Transaction According to the "Restructuring Report" and the "Equity Transfer Agreement," this transaction does not involve the handling of creditors' rights and debts of the target company. The creditors' rights and debts originally enjoyed or borne by the target company will continue to be enjoyed or borne by the target company after the completion of this transaction. (IV) Securities Issuance Registration This transaction does not involve the issuance of shares and related matters of securities issuance registration. II. Subsequent Matters of This Transaction As of the disclosure date of this announcement, the subsequent matters of this transaction mainly include:
- The remaining transaction price for this transaction is yet to be paid by the Company according to the provisions of the "Equity Transfer Agreement."
- The Company will hire an auditing firm to conduct a special audit on the profit and loss realized by the target company during the transition period and will handle the relevant matters regarding the attribution of transitional period profits and losses in the restructuring agreements based on the results of the special audit.
- All parties to this transaction still need to continue to perform the relevant agreements and commitments involved in this transaction.
- The Company will continue to fulfill its information disclosure obligations for this transaction in accordance with relevant laws, regulations, and normative documents. III. Opinions of Intermediary Institutions on the Implementation of This Transaction (I) Independent Financial Advisor's Opinion The independent financial advisor issued the "Independent Financial Advisor's Verification Opinion on the Implementation of the Major Asset Purchase and Connected Transaction of Shanghai Weiertai Industrial Automation Co., Ltd." by Huatai United Securities Co., Ltd., stating that: "1. The implementation of this transaction complies with the requirements of the "Company Law," "Securities Law," "Measures for the Administration of Major Asset Restructuring of Listed Companies," and other relevant laws and regulations.
- As of the date of this verification opinion, the transfer procedures for the underlying assets involved in this transaction have been completed, and the Company legally holds the equity of the target company. The transfer procedure for the underlying assets is legal and effective.
- As of the date of this verification opinion, there are no significant discrepancies between the actual situation during the implementation of this transaction and the previously disclosed information.
- During the implementation of this transaction, there have been no changes in the directors, supervisors, or senior management personnel of the target company due to this transaction.
- As of the date of this verification opinion, there have been no instances of the Company's funds or assets being occupied by the actual controller or other related parties, nor has the Company provided guarantees for the actual controller and its related parties.
- As of the date of this verification opinion, the relevant agreements involved in this transaction are being performed normally, and the parties to the transaction have not violated the provisions of the agreements. All parties to the transaction have fulfilled their commitments normally and have not violated any relevant commitments.
- On the basis of the parties to this transaction diligently performing the relevant agreements and commitments, there are no substantial obstacles to the implementation of the subsequent matters of this transaction." (II) Legal Advisor's Opinion The legal advisor issued the "Legal Opinion on the Implementation of the Major Asset Purchase and Connected Transaction of Shanghai Weiertai Industrial Automation Co., Ltd." by Grandall Lawyers (Shanghai) stating that: "1. This transaction has obtained all necessary approvals and authorizations and meets the legal conditions for implementation.
- The underlying assets of this transaction have been transferred to the Company's name. The Company has paid the first installment of the transaction price before the expiration of the payment period as agreed in the transaction agreement. The second installment of the transaction price is yet to be paid by the Company within 90 days from the delivery date of the underlying assets as per the agreement.
- During the implementation of this transaction, there are no significant discrepancies between the actual situation and the previously disclosed information.
- From the date of disclosure of the "Restructuring Report" to the date of this legal opinion, the directors of the target company,"