Guangxi Dongfang Zhizao Technology Co., Ltd.
Announcement on Disposal of Assets to Related Party and Related Party Transaction
The Company and the entire board of directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and that there are no false representations, misleading statements, or material omissions.
I. Overview of Related Party Transaction
On June 26, 2026, the Company's former controlling shareholder, Kehsiang High-tech Development Co., Ltd. (hereinafter referred to as "Kehsiang High-tech"), signed the "Share Transfer Agreement for Guangxi Dongfang Zhizao Technology Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement") with its controlling shareholder Ningxia Dongtai Energy Group Co., Ltd. and other parties. The "Share Transfer Agreement" made arrangements for the divestment of certain assets of the Company. The scope of asset divestment includes 100% equity of Future City Construction Management (Nantong) Co., Ltd. (hereinafter referred to as "Future City Construction"), 100% equity of Future City Property Management (Shanghai) Co., Ltd. (hereinafter referred to as "Future City Property"), 100% equity of Future City Xinghua Technology Development (Shanghai) Co., Ltd. (hereinafter referred to as "Future City Xinghua"), as well as leasehold rights and attached fixtures. For details, please refer to the "Notice of Proposed Transfer of Equity by Controlling Shareholder and Change of Control" disclosed by the Company on June 29, 2026 (Announcement No.: 2026-032).
To implement the aforementioned asset divestment arrangements and in conjunction with the Company's operational and asset structure adjustment plan, the Company intends to sign the "Equity Transfer Agreement," "Asset Transfer Agreement," and "Tripartite Agreement for Transfer and Termination of Lease Rights" with Kehsiang High-tech, respectively, to sell the Company's 100% equity in Future City Construction, 100% equity in Future City Property, 100% equity in Future City Xinghua, and remaining leasehold rights and attached fixtures to Kehsiang High-tech. Among them, the transfer price for the three equity interests totals RMB 17,498,596.20, and the transfer price for the fixtures is RMB 4,692,700.00. The total transaction price is RMB 22,191,296.20. The change in leasehold rights has obtained the prior consent of the lessor, Jiangsu Langju Construction Engineering Co., Ltd.
Kehsiang High-tech is the Company's former controlling shareholder and directly controlled the Company within the past twelve months. According to Article 6.3.3 of the "Shenzhen Stock Exchange Stock Listing Rules," Kehsiang High-tech is a related legal person of the Company, and the Company's sale of assets to Kehsiang High-tech constitutes a related party transaction.
On August 11, 2026, the Company held the third meeting of the Eighth Independent Directors' Special Committee, and all independent directors unanimously approved and deliberated on the "Proposal on Disposal of Assets to Related Party." On the same day, the Company held the tenth meeting of the Eighth Board of Directors, which unanimously approved the aforementioned proposal with 9 votes in favor, 0 votes against, and 0 abstentions.
According to the "Shenzhen Stock Exchange Stock Listing Rules" and the "Company Articles of Association," this transaction does not require submission to the Company's shareholders' meeting for deliberation. This transaction does not constitute a major asset restructuring as stipulated in the "Measures for Major Asset Restructuring of Listed Companies" and does not require approval from relevant authorities.
II. Basic Information of the Related Party