Xinjiang Zhongtai Chemical Co., Ltd. (hereinafter referred to as "the Company" or "Zhongtai Chemical") and all members of the board of directors guarantee that the content of the information disclosure is true, accurate, and complete, without false records, misleading statements, or significant omissions.
I. Overview of Related Transactions
(1) Overview of Guarantee Fee Payment to Controlling Shareholder
In May 2021, the Company acquired a total of 107,299,100 shares of Xinjiang Zhongtai Xinxin Chemical Technology Co., Ltd. (hereinafter referred to as "Xinxin Technology") held by its controlling shareholder, Xinjiang Zhongtai (Group) Co., Ltd. (hereinafter referred to as "Zhongtai Group"), and other shareholders, and increased its capital in Xinxin Technology with cash. The Company currently holds 59.42% of the shares of Xinxin Technology, making it the controlling shareholder. To meet project funding needs, in 2019, Xinxin Technology applied for a project loan of 790 million yuan from the Fuhai Branch of the Agricultural Development Bank of China, with a term of 14 years, guaranteed by Zhongtai Group. According to the relevant provisions of the "Interim Measures for the Management of Guarantees by State-owned Assets Supervision and Administration Commission of the People's Government of Xinjiang Uygur Autonomous Region" and the "Guarantee Management Measures of Xinjiang Zhongtai (Group) Co., Ltd.", Zhongtai Group will charge Xinxin Technology a guarantee service fee of 5.1 million yuan in 2026 based on the actual guarantee amount, with an annualized guarantee fee rate of 1%. According to the "Shenzhen Stock Exchange Stock Listing Rules" and the "Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board of the Shenzhen Stock Exchange", Zhongtai Group is the controlling shareholder of the Company, and this payment of guarantee fees by Xinxin Technology to Zhongtai Group constitutes a related transaction but does not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Reorganizations of Listed Companies" and does not require approval from relevant departments.